OMP Normal Template, rev.6/5/98



EXHIBIT 4.1

 


EXECUTION VERSION

WASHINGTON MUTUAL MORTGAGE SECURITIES
CORP.,



as Depositor and Master Servicer



and



CITIBANK, N.A.,



as Trustee



and



CHRISTIANA BANK & TRUST COMPANY,



as Delaware Trustee







POOLING AND SERVICING AGREEMENT



$856,122,127.07



Washington Mutual Mortgage Securities Corp.



WaMu Mortgage Pass-Through Certificates



Series 2004-AR9



Cut-Off Date: July 1, 2004


 






TABLE OF CONTENTS


 




	
ARTICLE I	
5	

	

Section 1.01.  Definitions

	

5

	
 


	

Adjustment Date

	

5

	
 


	

Aggregate Certificate Principal Balance

	

5

	
 


	

Appraised Value

	

5

	
 


	

Assignment of Proprietary Lease

	

5

	
 


	

Auction Administrator:

	

5

	
 


	

Auction Administration Agreement:

	

5

	
 


	

Auction Certificates:

	

5

	
 


	

Authenticating Agent

	

6

	
 


	

Authorized Denomination

	

6

	
 


	

Bankruptcy Coverage

	

6

	
 


	

Bankruptcy Loss

	

6

	
 


	

Beneficial Holder

	

6

	
 


	

Benefit Plan Opinion

	

6

	
 


	

Book-Entry Certificates

	

6

	
 


	

Business Day

	

7

	
 


	

Buydown Agreement

	

7

	
 


	

Buydown Fund

	

7

	
 


	

Buydown Fund Account

	

7

	
 


	

Buydown Loan

	

7

	
 


	

Carry-Forward Subsequent Recoveries Amount

	

7

	
 


	

Certificate

	

7

	
 


	

Certificate Account

	

7

	
 


	

Certificateholder or Holder

	

8

	
 


	

Certificate Interest Rate

	

8

	
 


	

Certificate of Trust

	

8

	
 


	

Certificate Principal Balance

	

8

	
 


	

Certificate Register and Certificate
Registrar

	

8

	
 


	

Class

	

8

	
 


	

Class A Certificates

	

9

	
 


	

Class A-L Regular Interests

	

9

	
 


	

Class A-1 Certificates

	

9

	
 


	

Class A-1-L Regular Interest

	

9

	
 


	

Class A-2 Certificates

	

9

	
 


	

Class A-2-L Regular Interest

	

9

	
 


	

Class A-3 Certificates

	

9

	
 


	

Class A-3-L Regular Interest

	

9

	
 


	

Class A-4 Certificates

	

9

	
 


	

Class A-4-L Regular Interest

	

9

	
 


	

Class A-5 Certificates

	

9

	
 


	

Class A-5-L Regular Interest

	

9

	
 


	

Class A-6 Certificates

	

9

	
 


	

Class A-6-L Regular Interest

	

9

	
 


	
 i



	

	

Class A-7 Certificates

	

10

	
 


	

Class A-7-L Regular Interest

	

10

	
 


	

Class B Certificates

	

10

	
 


	

Class B-L Regular Interests

	

10

	
 


	

Class B-1 Certificates

	

10

	
 


	

Class B-1-L Regular Interest

	

10

	
 


	

Class B-2 Certificates

	

10

	
 


	

Class B-2-L Regular Interest

	

10

	
 


	

Class B-3 Certificates

	

10

	
 


	

Class B-3-L Regular Interest

	

10

	
 


	

Class B-4 Certificates

	

10

	
 


	

Class B-4-L Regular Interest

	

10

	
 


	

Class B-5 Certificates

	

10

	
 


	

Class B-5-L Regular Interest

	

10

	
 


	

Class B-6 Certificates

	

10

	
 


	

Class B-6-L Regular Interest

	

10

	
 


	

Class Notional Amount

	

11

	
 


	

Class Principal Balance

	

11

	
 


	

Class R Certificates

	

11

	
 


	

Class R Residual Interests

	

11

	
 


	

Class R-1 Residual Interest

	

12

	
 


	

Class R-2 Residual Interest

	

12

	
 


	

Class X Certificates

	

12

	
 


	

Class X Notional Amount

	

12

	
 


	

Clean-Up Call Percentage

	

12

	
 


	

Clearing Agency

	

12

	
 


	

Closing Date

	

12

	
 


	

Code

	

12

	
 


	

Company

	

12

	
 


	

Compensating Interest

	

12

	
 


	

Cooperative

	

12

	
 


	

Cooperative Apartment

	

12

	
 


	

Cooperative Lease

	

13

	
 


	

Cooperative Loans

	

13

	
 


	

Cooperative Stock

	

13

	
 


	

Cooperative Stock Certificate

	

13

	
 


	

Corporate Trust Office

	

13

	
 


	

Corporation

	

13

	
 


	

Corresponding Class

	

13

	
 


	

Credit Support Depletion Date

	

13

	
 


	

Cumulative Carry-Forward Subsequent
Recoveries Amount

	

14

	
 


	

Curtailment

	

14

	
 


	

Curtailment Shortfall

	

14

	
 


	

Custodial Account for P&I

	

14

	
 


	

Custodial Account for Reserves

	

14

	
 


	
 ii



	

	

Custodial Agreement

	

15

	
 


	

Custodian

	

15

	
 


	

Cut-Off Date

	

15

	
 


	

Definitive Certificates

	

15

	
 


	

Delaware Trustee

	

15

	
 


	

Depositary Agreement

	

15

	
 


	

Destroyed Mortgage Note

	

15

	
 


	

Determination Date

	

15

	
 


	

Disqualified Organization

	

15

	
 


	

Distribution Date

	

15

	
 


	

DTC

	

15

	
 


	

DTC Participant

	

15

	
 


	

Due Date

	

16

	
 


	

Eligible Institution

	

16

	
 


	

Eligible Investments

	

16

	
 


	

ERISA

	

17

	
 


	

ERISA Restricted Certificate

	

17

	
 


	

Event of Default

	

17

	
 


	

Excess Liquidation Proceeds

	

18

	
 


	

Excess Subsequent Recoveries

	

18

	
 


	

FDIC

	

18

	
 


	

FHA

	

18

	
 


	

Fannie Mae

	

18

	
 


	

Final Maturity Date

	

18

	
 


	

Fitch:

	

18

	
 


	

Fixed Servicing Fee Rate:

	

18

	
 


	

Fraud Coverage

	

18

	
 


	

Fraud Loss

	

18

	
 


	

Freddie Mac

	

19

	
 


	

Index

	

19

	
 


	

Indirect DTC Participants

	

19

	
 


	

Initial Custodial Agreement

	

19

	
 


	

Initial Custodian

	

19

	
 


	

Insurance Proceeds

	

19

	
 


	

Interest Distribution Amount

	

19

	
 


	

Investment Account

	

20

	
 


	

Investment Depository

	

20

	
 


	

Junior Subordinate Certificates

	

20

	
 


	

Last Scheduled Distribution Date

	

20

	
 


	

Lender

	

20

	
 


	

Liquidated Mortgage Loan

	

20

	
 


	

Liquidation Principal

	

20

	
 


	

Liquidation Proceeds

	

21

	
 


	

Loan-to-Value Ratio

	

21

	
 


	

Lowest Class B Owner

	

21

	
 


	
 iii



	

	

Margin

	

21

	
 


	

Master Servicer

	

21

	
 


	

Master Servicer Business Day

	

21

	
 


	

Master Servicing Fee

	

21

	
 


	

Master Servicing Fee Rate

	

21

	
 


	

MERS

	

21

	
 


	

MERS Loan

	

21

	
 


	

MERS(R) System

	

21

	
 


	

MIN

	

21

	
 


	

MOM Loan

	

21

	
 


	

Monthly P&I Advance

	

22

	
 


	

Monthly Payment

	

22

	
 


	

Moody's

	

22

	
 


	

Mortgage

	

22

	
 


	

Mortgage File

	

22

	
 


	

Mortgage Interest Rate

	

24

	
 


	

Mortgage Loan Schedule

	

24

	
 


	

Mortgage Loans

	

25

	
 


	

Mortgage Note

	

25

	
 


	

Mortgage Pool

	

25

	
 


	

Mortgage Pool Assets

	

25

	
 


	

Mortgaged Property

	

26

	
 


	

Mortgagor

	

26

	
 


	

No-Delay Class A Accrual Period

	

26

	
 


	

Nonrecoverable Advance

	

26

	
 


	

Non-U.S. Person

	

26

	
 


	

Notice Addresses

	

26

	
 


	

OTS

	

26

	
 


	

Officer's Certificate

	

26

	
 


	

One-Year CMT

	

27

	
 


	

One-Year LIBOR

	

27

	
 


	

Opinion of Counsel

	

27

	
 


	

Original Trust Agreement

	

27

	
 


	

Original Value

	

27

	
 


	

Ownership Interest

	

27

	
 


	

Par Price Payment Agreement

	

27

	
 


	

Pass-Through Entity

	

27

	
 


	

Pass-Through Rate

	

27

	
 


	

Paying Agent

	

28

	
 


	

Payoff

	

28

	
 


	

Payoff Earnings

	

28

	
 


	

Payoff Interest

	

28

	
 


	

Payoff Period

	

28

	
 


	

Percentage Interest

	

28

	
 


	

Periodic Cap

	

29

	
 


	
 iv



	

	

Permitted Transferee

	

29

	
 


	

Person

	

29

	
 


	

Prepaid Monthly Payment

	

29

	
 


	

Primary Insurance Policy

	

29

	
 


	

Principal Balance

	

30

	
 


	

Principal Payment

	

30

	
 


	

Principal Payment Amount

	

30

	
 


	

Principal Prepayment

	

30

	
 


	

Principal Prepayment Amount

	

31

	
 


	

Prior Period

	

31

	
 


	

Pro Rata Allocation

	

31

	
 


	

Prospectus

	

31

	
 


	

Purchase Obligation

	

31

	
 


	

Purchase Price

	

31

	
 


	

Qualified Insurer

	

31

	
 


	

Rate Ceiling

	

32

	
 


	

Rate Floor

	

32

	
 


	

Rating Agency

	

32

	
 


	

Ratings

	

32

	
 


	

Realized Loss

	

32

	
 


	

Recognition Agreement

	

33

	
 


	

Record Date

	

33

	
 


	

Regular Interests

	

34

	
 


	

Relief Act Shortfall

	

34

	
 


	

REMIC

	

34

	
 


	

REMIC Provisions

	

34

	
 


	

REMIC I

	

34

	
 


	

REMIC I Assets

	

34

	
 


	

REMIC I Available Distribution Amount

	

34

	
 


	

REMIC I Distribution Amount

	

35

	
 


	

REMIC I Regular Interests

	

38

	
 


	

REMIC II

	

38

	
 


	

REMIC II Assets

	

38

	
 


	

REMIC II Available Distribution Amount

	

38

	
 


	

REMIC II Distribution Amount

	

39

	
 


	

REMIC II Regular Interests

	

40

	
 


	

Residual Certificates

	

40

	
 


	

Residual Distribution Amount

	

40

	
 


	

Responsible Officer

	

40

	
 


	

S&P

	

40

	
 


	

Secretary of State

	

40

	
 


	

Securities Act

	

40

	
 


	

Security Agreement

	

40

	
 


	

Selling and Servicing Contract

	

40

	
 


	

Senior Certificates

	

41

	
 


	
 v



	

	

Senior Liquidation Amount

	

41

	
 


	

Senior Percentage

	

41

	
 


	

Senior Prepayment Percentage

	

41

	
 


	

Senior Principal Distribution Amount

	

43

	
 


	

Senior Subordinate Certificates

	

43

	
 


	

Servicer

	

43

	
 


	

Servicing Fee

	

43

	
 


	

Servicing Officer

	

43

	
 


	

Special Hazard Coverage

	

43

	
 


	

Special Hazard Loss

	

44

	
 


	

Special Primary Insurance Policy

	

44

	
 


	

Special Primary Insurance Premium

	

44

	
 


	

Statutory Trust Statute

	

44

	
 


	

Subordinate Certificates

	

44

	
 


	

Subordinate Liquidation Amount

	

44

	
 


	

Subordinate Percentage

	

45

	
 


	

Subordinate Prepayment Percentage

	

45

	
 


	

Subordinate Principal Distribution Amount

	

45

	
 


	

Subordinate Principal Prepayments
Distribution Amount

	

45

	
 


	

Subordination Level

	

45

	
 


	

Subsequent Recoveries

	

45

	
 


	

Substitute Mortgage Loan

	

45

	
 


	

Swap Agreement:

	

45

	
 


	

Tax Matters Person

	

46

	
 


	

Termination Date

	

46

	
 


	

Termination Payment

	

46

	
 


	

Transfer

	

46

	
 


	

Transferee

	

46

	
 


	

Transferee Affidavit and Agreement

	

46

	
 


	

Trust

	

46

	
 


	

Trustee

	

46

	
 


	

Uncollected Interest

	

46

	
 


	

Uncompensated Interest Shortfall

	

47

	
 


	

Underwriters

	

47

	
 


	

Underwriting Standards

	

47

	
 


	

Uninsured Cause

	

47

	
 


	

U.S. Person

	

47

	
 


	

VA

	

47

	
 


	

Variable Servicing Interest

	

47

	
 


	

Weighted Average Pass-Through Rate

	

47

	
 


	

Wells Fargo

	

47

	
 


	

Withdrawal Date

	

47

	
 


	

ARTICLE II  Creation of the Trust;
Conveyance of the Mortgage Pool Assets and REMIC I Regular Interests; REMIC
Election and Designations; Original Issuance of Certificates

	

48


	
 vi



	

	

Section 2.01.  Creation of the Trust

	

48


	

Section 2.02.  Restrictions on
Activities of the Trust

	

49


	

Section 2.03.  Separateness
Requirements

	

49


	

Section 2.04.  Conveyance of Mortgage
Pool Assets; Security Interest

	

51


	

Section 2.05.  Delivery of Mortgage
Files

	

52


	

Section 2.06.  REMIC Election for
REMIC I

	

54


	

Section 2.07.  Acceptance by Trustee

	

55


	

Section 2.08.  Representations and
Warranties of the Company Concerning the Mortgage Loans

	

57


	

Section 2.09.  Acknowledgment of
Transfer of Mortgage Pool Assets

	

61


	

Section 2.10.  Conveyance of REMIC II
Assets; Security Interest

	

62


	

Section 2.11.  REMIC Election for
REMIC II

	

63


	

Section 2.12.  Acknowledgement of
Transfer of REMIC II Assets; Authentication of Certificates

	

64


	

Section 2.13.  Legal Title

	

64


	

Section 2.14.  Compliance with ERISA
Requirements

	

64


	

Section 2.15.  Additional Representation of the
Company Concerning the Mortgage Loans

	

64


	

ARTICLE III  Administration and
Servicing of Mortgage Loans

	

65


	

Section 3.01.  The Company to Act as
Master Servicer

	

65


	

Section 3.02.  Custodial Accounts and
Buydown Fund Accounts

	

67


	

Section 3.03.  The Investment
Account; Eligible Investments

	

69


	

Section 3.04.  The Certificate
Account

	

69


	

Section 3.05.  Permitted Withdrawals
from the Certificate Account, the Investment Account and Custodial Accounts for
P&I and of Buydown Funds from the Buydown Fund Accounts

	

70


	

Section 3.06.  Maintenance of Primary
Insurance Policies; Collections Thereunder

	

72


	

Section 3.07.  Maintenance of Hazard
Insurance

	

73


	

Section 3.08.  Enforcement of
Due-on-Sale Clauses; Assumption Agreements

	

73


	

Section 3.09.  Realization Upon
Defaulted Mortgage Loans

	

74


	

Section 3.10.  Trustee to Cooperate;
Release of Mortgage Files

	

76


	

Section 3.11.  Compensation to the
Master Servicer and the Servicers

	

77


	
 vii



	

	

Section 3.12.  Reports to the
Trustee; Certificate Account Statement

	

77


	

Section 3.13.  Annual Statement as to
Compliance

	

78


	

Section 3.14.  Access to Certain
Documentation and Information Regarding the Mortgage Loans

	

78


	

Section 3.15.  Annual Independent
Public Accountants' Servicing Report

	

78


	

Section 3.16.  [Reserved.]

	

79


	

Section 3.17.  Auction Administration
Agreement; Par Price Payment Agreement; Swap Agreement

	

79


	

Section 3.18.  [Reserved.]

	

79


	

Section 3.19.  [Reserved.]

	

79


	

Section 3.20.  Assumption or Termination of Selling
and Servicing Contracts by Trustee

	

79


	

ARTICLE IV  Payments to
Certificateholders; Payment of Expenses

	

80


	

Section 4.01.  Distributions to
Holders of REMIC I Regular Interests and Class R-1 Residual Interest

	

80


	

Section 4.02.  Advances by the Master
Servicer; Distribution Reports to the Trustee

	

80


	

Section 4.03.  Nonrecoverable
Advances

	

81


	

Section 4.04.  Distributions to
Certificateholders and Holder of the Variable Servicing Interest; Payment of
Special Primary Insurance Premiums

	

82


	

Section 4.05.  Statements to Certificateholders

	

83


	

ARTICLE V  The Certificates

	

84


	

Section 5.01.  The Certificates

	

84


	

Section 5.02.  Certificates Issuable
in Classes; Distributions of Principal and Interest; Authorized Denominations

	

91


	

Section 5.03.  Registration of
Transfer and Exchange of Certificates

	

91


	

Section 5.04.  Mutilated, Destroyed,
Lost or Stolen Certificates

	

92


	

Section 5.05.  Persons Deemed Owners

	

93


	

Section 5.06.  Temporary Certificates

	

93


	

Section 5.07.  Book-Entry for
Book-Entry Certificates

	

93


	

Section 5.08.  Notices to Clearing
Agency

	

94


	

Section 5.09.  Definitive
Certificates.

	

95


	

Section 5.10.  Office for Transfer of
Certificates.

	

95


	
 viii



	

	

Section 5.11.  Nature of Certificates.

	

95


	

ARTICLE VI  The Company and the
Master Servicer

	

96


	

Section 6.01.  Liability of the
Company and the Master Servicer

	

96


	

Section 6.02.  Merger or
Consolidation of the Company, or the Master Servicer

	

96


	

Section 6.03.  Limitation on
Liability of the Company, the Master Servicer and Others

	

96


	

Section 6.04.  The Company and the
Master Servicer not to Resign

	

97


	

Section 6.05.  Trustee Access.

	

97


	

ARTICLE VII  Default

	

98


	

Section 7.01.  Events of Default

	

98


	

Section 7.02.  Trustee to Act;
Appointment of Successor

	

100


	

Section 7.03.  Notification to Certificateholders

	

101


	

ARTICLE VIII  Concerning the Trustees

	

101


	

Section 8.01.  Duties of Trustees

	

101


	

Section 8.02.  Certain Matters
Affecting the Trustees

	

103


	

Section 8.03.  Trustees Not Liable
for Certificates or Mortgage Loans

	

104


	

Section 8.04.  Trustees May Own
Certificates

	

105


	

Section 8.05.  The Master Servicer to
Pay Trustees' Fees and Expenses

	

105


	

Section 8.06.  Eligibility
Requirements for Trustees

	

105


	

Section 8.07.  Resignation and
Removal of Trustees

	

105


	

Section 8.08.  Successor Trustee

	

106


	

Section 8.09.  Merger or
Consolidation of Trustee

	

107


	

Section 8.10.  Appointment of
Co-Trustee or Separate Trustee

	

107


	

Section 8.11.  Authenticating Agents

	

108


	

Section 8.12.  Paying Agents

	

109


	

Section 8.13.  Duties of Delaware
Trustee

	

110


	

Section 8.14.  Amendment to
Certificate of Trust

	

110


	

Section 8.15.  Limitation of Liability

	

110


	

ARTICLE IX  Termination

	

110


	
 ix



	

	

Section 9.01.  Termination Upon
Purchase by the Master Servicer or Liquidation of All Mortgage Loans

	

110


	

Section 9.02.  Additional Termination
Requirements

	

112


	

Section 9.03.  Trust Irrevocable

	

113


	

ARTICLE X  Miscellaneous Provisions

	

113


	

Section 10.01.  Amendment  113

	

 


	

Section 10.02.  Recordation of
Agreement

	

115


	

Section 10.03.  Limitation on Rights
of Certificateholders

	

115


	

Section 10.04.  Access to List of
Certificateholders

	

116


	

Section 10.05.  Governing Law

	

116


	

Section 10.06.  Notices

	

116


	

Section 10.07.  Severability of
Provisions

	

116


	

Section 10.08.  Counterpart
Signatures

	

116


	

Section 10.09.  Benefits of Agreement

	

117


	

Section 10.10.  Notices and Copies to
Rating Agencies

	

117


	
 x



	

	
 	
 







 



 



Exhibit A  Form of Certificates (other
than Class R Certificates)



Exhibit B  Form of Class R
Certificates



Exhibit C  Anti-Predatory Lending
Categorization



Exhibit D  Mortgage Loan
Schedule



Exhibit E  Selling And Servicing
Contract



Exhibit F  Form of Transferor
Certificate For Junior Subordinate Certificates



Exhibit G  Form of Transferee’s
Agreement For Junior Subordinate Certificates



Exhibit H  Form of Additional Matter
Incorporated Into The Certificates



Exhibit I  Transferor
Certificate



Exhibit J  Transferee Affidavit And
Agreement



Exhibit K  [Reserved]



Exhibit L  Form of Investment
Letter



Exhibit M  Form of Trustee’s
Certification Pursuant to Section 2.07



Exhibit N  Officer’s Certificate
With Respect to ERISA Matters Pursuant to Section 5.01(d)



Exhibit O  Officer’s Certificate
With Respect to ERISA Matters Pursuant to Section 5.01(g)



Exhibit P  Officer’s Certificate
With Respect to ERISA Matters Pursuant to Section 5.01(h)



xi





This Pooling and Servicing Agreement,
dated and effective as of July 1, 2004 (this “Agreement”), is executed by and among Washington Mutual Mortgage
Securities Corp., as depositor and Master Servicer (the “Company”), Citibank, N.A., a national banking
association with a corporate trust office at 111 Wall Street, 14th Floor, Zone 3, New York, New York, 10005, as Trustee (the
“Trustee”), and Christiana Bank & Trust Company, as Delaware Trustee (the “Delaware
Trustee”).  Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such
terms in Article I hereof.


PRELIMINARY
STATEMENT


The Company at the Closing Date is the
owner of the Mortgage Loans and the other property being conveyed by it to the Trust. On the Closing Date, the Company will acquire
the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of
the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual
Interest.  Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and
the Class R-2 Residual Interest and the Variable Servicing Interest from the Trust as consideration for its transfer to the Trust
of the REMIC I Regular Interests and will be the owner of the Certificates and the Variable Servicing Interest.  The Company
has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trust of the Mortgage
Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual
Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I
Regular Interests and (iv) the issuance to the Company of the Variable Servicing Interest and the Certificates, such Variable
Servicing Interest and Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1
Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Company is entering into this
Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.


The Certificates issued hereunder,
other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated February 10, 2004, and a
Prospectus Supplement, dated July 21, 2004, of the Company (together, the “Prospectus”). The Junior Subordinate
Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated July 23, 2004.  The
Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum
and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the
designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I
Regular Interests, the Class R Residual Interests, the Certificates and the Variable Servicing Interest:



 


1








REMIC I Interests



	
 

	
Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest

	
 

	
Type of
Interest

	
 

	
Certificate
Interest


Rate
(1)

	
 

	
Initial
Class

 Principal

 Balance

	
 

	
Final
Maturity

 Date*


	
 

	
Class A-1-L

	

 

	
Regular

	
 

	
Variable
(2)

	
 

	

$ 408,000,000.00

	
 

	
August 2034


	
 

	
Class
A-2-L

	

 

	
Regular

	
 

	
Variable
(2)

	
 

	
82,079,000.00

	
 

	
August 2034


	
 

	
Class
A-3-L

	

 

	
Regular

	
 

	
Variable
(2)

	
 

	
40,247,000.00

	
 

	
August 2034


	
 

	
Class A-4-L

	
 

	
Regular

	
 

	
Variable
(2)

	
 

	
61,247,000.00

	
 

	
August 2034


	
 

	
Class A-5-L

	
 

	
Regular

	
 

	
Variable
(2)

	
 

	
50,821,000.00

	
 

	
August 2034


	
 

	
Class
A-6-L

	

 

	
Regular

	
 

	
Variable
(2)

	
 

	
48,512,000.00

	
 

	
August 2034


	
 

	
Class
A-7-L

	

 

	
Regular

	
 

	
Variable
(2)

	
 

	
134,641,000.00

	
 

	
August 2034


	
 

	
Class B-1-L

	
 

	
Regular

	
 

	
Variable
(2)

	
 

	
10,700,000.00

	
 

	
August 2034


	
 

	
Class B-2-L

	
 

	
Regular

	
 

	
Variable
(2)

	
 

	
7,704,000.00

	
 

	
August 2034


	
 

	
Class B-3-L

	
 

	
Regular

	
 

	
Variable
(2)

	
 

	
5,566,000.00

	
 

	
August 2034


	
 

	
Class B-4-L

	
 

	
Regular

	
 

	
Variable
(2)

	
 

	
3,424,000.00

	
 

	
August 2034


	
 

	
Class B-5-L

	
 

	
Regular

	
 

	
Variable
(2)

	
 

	
1,713,000.00

	
 

	
August 2034


	
 

	
Class B-6-L

	
 

	
Regular

	
 

	
Variable
(2)

	
 

	
1,286,127.07

	
 

	
August 2034


	
 

	
Class
R-1†

	
 

	
Residual

	
 

	
3.963%

	
 

	
100.00

	
 

	
August 2034


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
*             The Distribution
Date in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan
matures.  For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest
possible maturity date” shall be the Final Maturity Date.

	
 


	
†              The
Class R‐1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation
Proceeds.

	
 


	
(1)          
Interest distributed to the REMIC I Regular Interests and the Class R‐1 Residual Interest on each Distribution Date will have
accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately
before such Distribution Date.

	
 


	
(2)           For each
Distribution Date, the Certificate Interest Rate on
each Class of Class A-L and Class B-L Regular Interests shall equal the Weighted Average
Pass-Through Rate for such Distribution Date.

	
 


											





 


As provided herein, with respect to
REMIC I, the Company will cause an election to be made on behalf of REMIC I to be treated for federal income tax purposes as a
REMIC. The REMIC I Regular Interests will be designated regular interests in REMIC I and the Class R-1 Residual Interest will be
designated the sole class of residual interest in REMIC I, for purposes of the REMIC Provisions.


2




 REMIC II Interests



	
 

	
Class Designation for each Class of Certificates, the Variable Servicing Interest and the Class R-2 Residual
Interest

	
 

	
Type of
Interest

	
 

	
Certificate
Interest


Rate
(1)

	
 

	
Initial
Class

 Principal

 Balance

	
 

	
Final
Maturity

 Date*


	
 

	
Class A-1

	
 

	
Regular

	
 

	
Variable
(2)

	
 

	

$ 408,000,000.00

	
 

	
August 2034


	
 

	
Class A-2

	
 

	
Regular

	
 

	
(3)

	
 

	
82,079,000.00

	
 

	
August 2034


	
 

	
Class A-3

	
 

	
Regular

	
 

	
(4)

	
 

	
40,247,000.00

	
 

	
August 2034


	
 

	
Class A-4

	
 

	
Regular

	
 

	
(5)

	
 

	
61,247,000.00

	
 

	
August 2034


	
 

	
Class A-5

	
 

	
Regular

	
 

	
Variable
(6)

	
 

	
50,821,000.00

	
 

	
August 2034


	
 

	
Class A-6

	
 

	
Regular

	
 

	
Variable
(6)

	
 

	
48,512,000.00

	
 

	
August 2034


	
 

	
Class A-7

	
 

	
Regular

	
 

	
Variable
(6)

	
 

	
134,641,000.00

	
 

	
August 2034


	
 

	
Class X

	
 

	
Regular

	
 

	
Variable
(7)

	
 

	

-----

	
 

	
June 2009


	
 

	
Class B-1

	
 

	
Regular

	
 

	
Variable
(8)

	
 

	
10,700,000.00

	
 

	
August 2034


	
 

	
Class B-2

	
 

	
Regular

	
 

	
Variable
(8)

	
 

	
7,704,000.00

	
 

	
August 2034


	
 

	
Class B-3

	
 

	
Regular

	
 

	
Variable
(8)

	
 

	
5,566,000.00

	
 

	
August 2034


	
 

	
Class B-4

	
 

	
Regular

	
 

	
Variable
(8)

	
 

	
3,424,000.00

	
 

	
August 2034


	
 

	
Class B-5

	
 

	
Regular

	
 

	
Variable
(8)

	
 

	
1,713,000.00

	
 

	
August 2034


	
 

	
Class B-6

	
 

	
Regular

	
 

	
Variable
(8)

	
 

	
1,286,127.07

	
 

	
August 2034


	
 

	
Variable
Servicing Interest

	
 

	
Regular

	
 

	
(9)

	
 

	
-----

	
 

	
August 2034


	
 

	
Class R-2 (10)

	
 

	
Residual

	
 

	
  
-----

	
 

	
-----

	
 

	
August 2034


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
*             The Distribution
Date in the specified month, which is (i) with respect to the Certificates and the Class R-2 Residual Interest, the Distribution
Date in the month following the month the latest maturing Mortgage Loan matures and (ii) with respect to the Variable Servicing
Interest, the last Distribution Date on which the Variable Servicing Interest is entitled to distributions.  For federal
income tax purposes, for each Class of REMIC II Regular and Residual Interests, the “latest possible maturity date”
shall be the Final Maturity Date.

	
 


	
(1)          
Interest distributed on each Distribution Date to the Certificates will have accrued at the applicable per annum Certificate
Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date.

	
 


	
(2)           For each
Distribution Date in or before June 2009, the Certificate Interest Rate on the Class A-1 Certificates shall equal the Weighted Average
Pass-Through Rate for such Distribution Date minus 0.139%.  For each Distribution
Date in or after July 2009, the Certificate Interest Rate on the Class A-1 Certificates shall equal the Weighted Average
Pass-Through Rate for such Distribution Date.

	
 


	
(3)           For each
Distribution Date in or before June 2009, the Certificate Interest Rate on the Class A-2 Certificates shall equal the lesser of (i) 2.468% per
annum and (ii) the Weighted Average Pass-Through Rate for such Distribution Date minus 0.139%.  For each Distribution Date in or after July 2009, the Certificate Interest Rate on the Class
A-2 Certificates shall equal the Weighted Average Pass-Through Rate for such Distribution Date.

	
 


	
(4)           For each
Distribution Date in or before June 2009, the Certificate Interest Rate on the Class A-3 Certificates shall equal the lesser of (i) 3.429% per
annum and (ii) the Weighted Average Pass-Through Rate for such Distribution Date minus 0.139%.  For each Distribution Date in or after July 2009, the Certificate Interest Rate on the Class
A-3 Certificates shall equal the Weighted Average Pass-Through Rate for such Distribution Date.

	
 


	
(5)           For each
Distribution Date in or before June 2009, the Certificate Interest Rate on the Class A-4 Certificates shall equal the lesser of (i) 4.250% per
annum and (ii) the Weighted Average Pass-Through Rate for such Distribution Date minus 0.139%.  For each Distribution Date in or after July 2009, the Certificate Interest Rate on the Class
A-4 Certificates shall equal the Weighted Average Pass-Through Rate for such Distribution Date.

	
 


	
(6)           For each
Distribution Date, the Certificate Interest Rate on
each Class of the Class A-5, Class A-6 and Class A-7 Certificates shall equal the Weighted Average Pass-Through Rate for such
Distribution Date minus 0.139.

	
 


	
(7)           For each
Distribution Date in or before June 2009, the Certificate Interest Rate on the Class X Certificates shall equal 0.139%. For each
Distribution Date in or after July 2009, the Class X Certificates shall not be entitled to receive any distributions of interest.
The Class X Certificates shall not be entitled to receive any distributions of principal on any Distribution
Date.

	
 


	
(8)           For each
Distribution Date, the Certificate Interest Rate on
each Class of the Class B Certificates shall equal the Weighted Average Pass-Through Rate for such Distribution Date.

	
 


	
(9)           For each
Distribution Date, the Variable Servicing Interest
shall be entitled to receive (to the extent of amounts available pursuant to the terms hereof)
the Interest Distribution Amount (as defined herein) for the Variable Servicing Interest.  The Variable Servicing Interest shall not be entitled to
receive any distributions of principal.

	
 


	
(10)         The
Class R‐2 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount.  The Class
R‐2 Residual Interest shall not be entitled to receive any distributions of interest or principal.

	
 


											





 


3




 


As provided herein, with respect to
REMIC II, the Company will cause an election to be made on behalf of REMIC II to be treated for federal income tax purposes as a
REMIC. The Certificates (other than the Class R Certificates) and the Variable Servicing Interest will be designated regular
interests in REMIC II and the Class R-2 Residual Interest will be designated the sole class of residual interest in REMIC II, for
purposes of the REMIC Provisions.  As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of
$856,122,127.07 and the Certificates have an Aggregate Certificate Principal Balance of $856,122,127.07.


In addition, the Trust will issue the
Class R Certificates, which will represent ownership of the Class R-1 and Class R-2 Residual Interests.



W I T N E S S E T H :


WHEREAS, the Company is a corporation
duly organized and existing under and by virtue of the laws of the State of Delaware and has full corporate power and authority to
enter into this Agreement and to undertake the obligations undertaken by it herein;


WHEREAS, the Trustee is a national
banking association duly organized and existing under the laws of the United States and has full power and authority to enter into
this Agreement;


WHEREAS, the Delaware Trustee is a
banking corporation duly organized and existing under the laws of the State of Delaware and has full power and authority to enter
into this Agreement;


WHEREAS, prior to the execution and
delivery hereof, the Company and the Delaware Trustee have entered into the Original Trust Agreement, and the Delaware Trustee has
filed the Certificate of Trust;


WHEREAS, it is the intention of the
Company, the Trustee and the Delaware Trustee that the Trust created by this Agreement constitute a statutory trust under the
Statutory Trust Statute, that this Agreement constitute the governing instrument of the Trust, and that this Agreement amend and
restate the Original Trust Agreement;


WHEREAS, the Company is the owner of
the Mortgage Loans identified in the Mortgage Loan Schedule hereto having unpaid Principal Balances on the Cut-Off Date as stated
therein; and


WHEREAS, the Company has been duly
authorized to create the Trust to (i) hold the Mortgage Loans and certain other property, (ii) issue the REMIC I Regular Interests
and the Class R-1 Residual Interest, (iii) hold the REMIC I Regular Interests and (iv) issue the Certificates and the Variable
Servicing Interest.


NOW, THEREFORE, in order to declare the
terms and conditions upon which the REMIC I Regular Interests, the Class R Residual Interests, the Variable Servicing Interest and
the Certificates are to be issued, and in consideration of the premises and of the purchase and acceptance of the Certificates by
the Holders thereof, the Company covenants and agrees with the Trustee and the Delaware Trustee, for the equal and proportionate
benefit of the respective Holders from time to time of the REMIC I Regular Interests, the Variable Servicing Interest and the
Certificates, as applicable, as follows:


4




 



ARTICLE I








Section 1.01.        Definitions.


Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have the following meanings:


Adjustment Date:  As to each Mortgage Loan, a Due Date on or about the fifth anniversary of
the first Due Date and annually thereafter, as set forth in the related Mortgage Note, on which date an adjustment to the Mortgage
Interest Rate of such Mortgage Loan becomes effective.


Aggregate Certificate Principal Balance:  At any given time,
the sum of the then current Class Principal Balances of the Certificates.


Appraised Value:  The amount set forth in an appraisal made
by or for (a) the mortgage originator in connection with its origination of each Mortgage Loan (including a Mortgage Loan
originated to refinance mortgage debt), (b) with respect to a Mortgage Loan originated to refinance mortgage debt, the originator
of the mortgage debt that was refinanced or (c) the Servicer, at any time, in accordance with the Selling and Servicing
Contract.


Assignment of Proprietary Lease:  With respect to a
Cooperative Loan, the assignment or mortgage of the related Cooperative Lease from the Mortgagor to the originator of the
Cooperative Loan.


Auction Administrator: The meaning given to such term in Section
3.17(a).


Auction Administration Agreement: The Auction Administration
Agreement, dated as of July 23, 2004, between Wells Fargo and the Auction Administrator


Auction Certificates: The Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6 and Class A-7 Certificates.


5




Authenticating Agent:  Any authenticating agent appointed by
the Trustee pursuant to Section 8.11.


Authorized Denomination:  With respect to each Class of
Certificates (other than the Class X and Class R Certificates), an initial Certificate Principal Balance equal to $25,000 and
multiples of $1 in excess thereof, except that one Certificate of each Class of the Junior Subordinate Certificates may be issued
in an amount that is not an integral multiple of $1.  With respect to the Class X Certificates, a Class Notional Amount as of
the Cut-Off Date equal to $100,000 and multiples of $1 in excess thereof.  With respect to the Class R Certificates, one
Certificate with a Percentage Interest equal to 0.01% and one Certificate with a Percentage Interest equal to 99.99%.


Bankruptcy Coverage:  $127,033 less (a) any scheduled or
permissible reduction in the amount of Bankruptcy Coverage pursuant to the second paragraph of this definition and (b) Bankruptcy
Losses allocated to the Certificates.


The Bankruptcy Coverage may be reduced
upon written confirmation from the Rating Agencies that such reduction will not adversely affect the then current ratings assigned
to the Certificates by the Rating Agencies.


Bankruptcy Loss:  A loss on a Mortgage Loan arising out of
(i) a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a case under the
United States Bankruptcy Code, other than any such reduction that arises out of clause (ii) of this definition of “Bankruptcy
Loss,” including, without limitation, any such reduction that results in a permanent forgiveness of principal, or (ii) with
respect to any Mortgage Loan, a valuation, by a court of competent jurisdiction in a case under such Bankruptcy Code, of the
related Mortgaged Property in an amount less than the then outstanding Principal Balance of such Mortgage Loan.


Beneficial Holder:  A Person holding a beneficial interest
in any Book-Entry Certificate as or through a DTC Participant or an Indirect DTC Participant or a Person holding a beneficial
interest in any Definitive Certificate.


Benefit Plan Opinion:  With respect to any Certificate
presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to
the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law,
will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and
will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability
(including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in
this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master
Servicer or the Company.


Book-Entry Certificates:  The Class A, Class X and Senior
Subordinate Certificates, beneficial ownership and transfers of which shall be made through book entries as described in Section
5.07.


6




Business Day:  Any day other than (i) a Saturday or a
Sunday, (ii) a day on which banking institutions in Stockton, California, Chicago, Illinois, New York, New York, Seattle,
Washington or any city in which the Corporate Trust Office is located are authorized or obligated by law or executive order to be
closed.


Buydown Agreement:  An agreement between a Person and a
Mortgagor pursuant to which such Person has provided a Buydown Fund.


Buydown Fund:  A fund provided by the originator of a
Mortgage Loan or another Person with respect to a Buydown Loan which provides an amount sufficient to subsidize regularly scheduled
principal and interest payments due on such Buydown Loan for a period. Buydown Funds may be (i) funded at the par values of future
payment subsidies, or (ii) funded in an amount less than the par values of future payment subsidies, and determined by discounting
such par values in accordance with interest accruing on such amounts, in which event they will be deposited in an account bearing
interest. Buydown Funds may be held in a separate Buydown Fund Account or may be held in a Custodial Account for P&I or a
Custodial Account for Reserves and monitored by a Servicer.


Buydown Fund Account:  A separate account or accounts
created and maintained pursuant to Section 3.02 (a) with the corporate trust department of the Trustee or another financial
institution approved by the Master Servicer, (b) within FDIC insured accounts (or other accounts with comparable insurance coverage
acceptable to the Rating Agencies) created, maintained and monitored by a Servicer or (c) in a separate non-trust account without
FDIC or other insurance in an Eligible Institution. Such account or accounts may be non-interest bearing or may bear interest. In
the event that a Buydown Fund Account is established pursuant to clause (b) of the preceding sentence, amounts held in such Buydown
Fund Account shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Buydown Fund
Account may be established.


Buydown Loan:  A Mortgage Loan for which the Mortgage
Interest Rate has been subsidized through a Buydown Fund provided at the time of origination of such Mortgage Loan.


Carry-Forward Subsequent Recoveries Amount:  For any Distribution Date, the excess, if any, of (i) the Subsequent Recoveries for such
Distribution Date over (ii) the amount by which the Class Principal Balance of the Class of Subordinate Certificates with the
lowest priority is increased in respect of Subsequent Recoveries on such Distribution Date pursuant to the definition of
“Class Principal Balance” herein.


Certificate:  Any one of the Certificates issued pursuant to
this Agreement, executed by the Trustee and authenticated by or on behalf of the Trustee hereunder in substantially one of the
forms set forth in Exhibit A and B hereto. The additional matter appearing in Exhibit H shall be deemed incorporated into Exhibit A
as though set forth at the end of such Exhibit.


Certificate Account:  The separate trust account created and
maintained with the Trustee, the Investment Depository or any other bank or trust company acceptable to the Rating Agencies which
is incorporated under the laws of the United States or any state thereof pursuant to Section 3.04, which account shall bear a
designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trust or any other account
serving a similar function acceptable to the Rating Agencies. Funds in the Certificate Account may be invested in Eligible
Investments pursuant to Section 3.04(b) and reinvestment earnings thereon shall be paid to the Master Servicer as additional
servicing compensation. Funds deposited in the Certificate Account (exclusive of the Master Servicing Fee) shall be held in trust
for the Certificateholders and for the uses and purposes set forth in Section 2.01, Section 3.04, Section 3.05, Section 4.01 and
Section 4.04.


7




Certificateholder or Holder:  With respect to the
Certificates, the person in whose name a Certificate is registered in the Certificate Register, except that, solely for the
purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Company, the Master
Servicer or any affiliate thereof shall be deemed not to be outstanding and the Percentage Interest evidenced thereby shall not be
taken into account in determining whether the requisite percentage of Percentage Interests necessary to effect any such consent has
been obtained; provided, that the Trustee may conclusively rely upon an Officer’s Certificate to determine whether any Person
is an affiliate of the Company or the Master Servicer.  With respect to the REMIC I Regular Interests, the owner of the REMIC
I Regular Interests, which as of the Closing Date shall be the Trust.  With respect to the Variable Servicing Interest, the
initial Servicer or any successor Servicer.


Certificate Interest Rate:  For each Class of Certificates
and REMIC I Regular Interests, the per annum rate set forth as the Certificate Interest Rate for such Class in the Preliminary
Statement hereto.


Certificate of Trust:  The certificate of trust filed with
respect to the Trust with the Secretary of State in accordance with Section 3810(a) of the Statutory Trust Statute.


Certificate Principal Balance:  For each Certificate of any
Class, the portion of the related Class Principal Balance, if any, represented by such Certificate.


Certificate Register and Certificate Registrar:  The
register maintained and the registrar appointed, respectively, pursuant to Section 5.03.


Class:  All REMIC I Regular Interests or the Class R-1
Residual Interest having the same priority and rights to payments on the Mortgage Loans from the REMIC I Available Distribution
Amount, and all REMIC II Regular Interests or the Class R-2 Residual Interest having the same priority and rights to payments on
the REMIC I Regular Interests from the REMIC II Available Distribution Amount, as applicable, which REMIC I Regular Interests,
REMIC II Regular Interests and Class R Residual Interests, as applicable, shall be designated as a separate Class, and which, in
the case of the Certificates (including the Class R Certificates representing ownership of the Class R Residual Interests), shall
be set forth in the applicable forms of Certificates attached hereto as Exhibits A and B. Each Class of REMIC I Regular Interests
and the Class R-1 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the
definition of “REMIC I Distribution Amount” only to the extent of the REMIC I Available Distribution Amount for such
Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC I Distribution
Amount” and each Class of REMIC II Regular Interests (including, to the extent applicable, the Variable Servicing Interest)
and the Class R-2 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of
“REMIC II Distribution Amount” only to the extent of the REMIC II Available Distribution Amount for such Distribution
Date remaining after distributions in accordance with prior clauses of the definition of “REMIC II Distribution
Amount.” 


8




Class A Certificates:  The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6 and Class A-7 Certificates.


Class A-L Regular Interests:  The Class A-1-L, Class A-2-L,
Class A-3-L, Class A-4-L, Class A-5-L, Class A-6-L and Class A-7-L Regular Interests.


Class A-1 Certificates:  The Certificates designated as
“Class A-1” on the face thereof in substantially the form attached hereto as Exhibit A.


Class A-1-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


Class A-2 Certificates:  The Certificates designated as
“Class A-2” on the face thereof in substantially the form attached hereto as Exhibit A.


Class A-2-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


Class A-3 Certificates:  The Certificates designated as
“Class A-3” on the face thereof in substantially the form attached hereto as Exhibit A.


Class A-3-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


Class A-4 Certificates:  The Certificates designated as
“Class A-4” on the face thereof in substantially the form attached hereto as Exhibit A.


Class A-4-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


Class A-5 Certificates:  The Certificates designated as
“Class A-5” on the face thereof in substantially the form attached hereto as Exhibit A.


Class A-5-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


Class A-6 Certificates:  The Certificates designated as
“Class A-6” on the face thereof in substantially the form attached hereto as Exhibit A.


Class A-6-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


9




Class A-7 Certificates:  The Certificates designated as
“Class A-7” on the face thereof in substantially the form attached hereto as Exhibit A.


Class A-7-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


Class B Certificates:  The Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates.


Class B-L Regular Interests:  The Class B-1-L, Class B-2-L,
Class B-3-L, Class B-4-L, Class B-5-L and Class B-6-L Regular Interests.


Class B-1 Certificates:  The Certificates designated as
“Class B-1” on the face thereof in substantially the form attached hereto as Exhibit A.


Class B-1-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


Class B-2 Certificates:  The Certificates designated as
“Class B-2” on the face thereof in substantially the form attached hereto as Exhibit A.


Class B-2-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


Class B-3 Certificates:  The Certificates designated as
“Class B-3” on the face thereof in substantially the form attached hereto as Exhibit A.


Class B-3-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


Class B-4 Certificates:  The Certificates designated as
“Class B-4” on the face thereof in substantially the form attached hereto as Exhibit A.


Class B-4-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


Class B-5 Certificates:  The Certificates designated as
“Class B-5” on the face thereof in substantially the form attached hereto as Exhibit A.


Class B-5-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


Class B-6 Certificates:  The Certificates designated as
“Class B-6” on the face thereof in substantially the form attached hereto as Exhibit A.


Class B-6-L Regular Interest:  The uncertificated undivided
beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth
herein.


10




Class Notional Amount:  With respect to the Class X
Certificates, the Class X Notional Amount.


Class Principal Balance:  For any Class of Certificates or
Class of REMIC I Regular Interests and for the Class R-1 Residual Interest, the applicable initial Class Principal Balance therefor
set forth in the Preliminary Statement hereto (or, in the case of the Class R Certificates, the Class Principal Balance of the
Class R-1 Residual Interest), corresponding to the rights of such Class in payments of principal due to be passed through to the
Certificateholders or the Holders of the REMIC I Regular Interests from principal payments on the Mortgage Loans or the REMIC I
Regular Interests, as applicable, as reduced from time to time by (x) distributions of principal to the Certificateholders or the
Holders of the REMIC I Regular Interests of such Class and (y) the portion of Realized Losses allocated to the Class Principal
Balance of such Class pursuant to the definition of “Realized Loss” with respect to a given Distribution Date. For any
Distribution Date, the reduction of the Class Principal Balance of any Class of Certificates and REMIC I Regular Interests pursuant
to the definition of “Realized Loss” shall be deemed effective after the determination and distribution of principal on
such Class pursuant to the definitions of “REMIC I Distribution Amount” and “REMIC II Distribution
Amount.”


Notwithstanding the foregoing, any
amounts distributed in respect of principal losses pursuant to paragraph (I)(xxiii) of the definition of “REMIC I
Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC I Regular Interests or their
Corresponding Classes.


In addition to the foregoing, on each
Distribution Date, the Class Principal Balance of the Class of Subordinate Certificates with the lowest priority then outstanding
(and its Corresponding Class) shall be increased by an amount equal to the lesser of (i) the Subsequent Recoveries for such
Distribution Date and (ii) the amount of Realized Losses allocated to such Class on previous Distribution Dates (the amount in this
clause (ii) reduced by the amount, if any, by which such Class Principal Balance has been increased on prior Distribution Dates
pursuant to this paragraph).


The Class Principal Balance for the
Class A-1 Certificates shall be referred to as the “Class A-1 Principal Balance,” the Class Principal Balance for the
Class A-1-L Regular Interest shall be referred to as the “Class A-1-L Principal Balance” and so on. The Class Principal
Balance for the Class X Certificates shall be zero.


Class R Certificates:  The Certificates designated as
“Class R” on the face thereof in substantially the form attached hereto as Exhibit B, representing ownership of the
Class R-1 and Class R-2 Residual Interests, each of which Class of Residual Interests has been designated as the sole class of
“residual interest” in REMIC I and REMIC II, respectively, pursuant to Section 2.06 and Section 2.11, respectively, for
purposes of Section 860G(a)(2) of the Code.


Class R Residual Interests:  The Class R-1 and Class R-2
Residual Interests (which shall be transferable only as a unit evidenced by the Class R Certificates, in accordance with the
applicable provisions of Section 5.01).


11




Class R-1 Residual Interest:  The uncertificated undivided beneficial interest in REMIC I which has been designated as the single class of “residual interest” in REMIC I pursuant to Section
2.06.  The Class R-1 Residual Interest, together with the REMIC I Regular Interests, shall be deemed to be a separate series
of beneficial interests in the assets of the Trust consisting of the REMIC I Assets pursuant to Section 3806(b)(2) of the Statutory
Trust Statute.


Class R-2 Residual Interest:  The uncertificated undivided beneficial interest in REMIC II which has been designated as the
single class of “residual interest” in REMIC II pursuant to Section 2.11.  The Class R-2 Residual Interest,
together with the REMIC II Regular Interests, shall be deemed to be a separate series of beneficial interests in the assets of the
Trust consisting of the REMIC II Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.


Class X Certificates:  The Certificates designated as
“Class X” on the face thereof in substantially the form attached hereto as Exhibit A.


Class X Notional Amount:  For any Distribution Date in or
before June 2009, the aggregate Class Principal Balance of the Class A Certificates immediately before such Distribution Date; and
for any Distribution Date in or after April 2009, zero.


Clean-Up Call Percentage:  5%.


Clearing Agency:  An organization registered as a
“clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, which initially shall be
DTC.


Closing Date:  July 23, 2004, which is the date of
settlement of the sale of the Certificates to the original purchasers thereof.


Code:  The Internal Revenue Code of 1986, as amended.


Company:  Washington Mutual Mortgage Securities Corp., a
Delaware corporation, or its successor-in-interest.


Compensating Interest: For any Distribution Date, the lesser of
(i) the sum of (a) the aggregate Master Servicing Fee payable with respect to the Mortgage Loans on such Distribution Date, (b) the
aggregate Payoff Earnings with respect to the Mortgage Loans for such Distribution Date and (c) the aggregate Payoff Interest with
respect to the Mortgage Loans for such Distribution Date and (ii) the aggregate Uncollected Interest with respect to the Mortgage
Loans for such Distribution Date.


Cooperative:  A private, cooperative housing corporation
which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and
common areas therein and whose board of directors authorizes, among other things, the sale of Cooperative Stock.


Cooperative Apartment:  A dwelling unit in a multi-dwelling
building owned or leased by a Cooperative, which unit the Mortgagor has an exclusive right to occupy pursuant to the terms of a
proprietary lease or occupancy agreement.


12




Cooperative Lease:  With respect to a Cooperative Loan, the
proprietary lease or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the
related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy
such apartment.


Cooperative Loans:  Any of the Mortgage Loans made in
respect of a Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a Security Agreement, (ii) the related
Cooperative Stock Certificate, (iii) an assignment or mortgage of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a Recognition Agreement, each of which was transferred and assigned to
the Trust pursuant to Section 2.04.


Cooperative Stock:  With respect to a Cooperative Loan, the
single outstanding class of stock, partnership interest or other ownership instrument in the related Cooperative.


Cooperative Stock Certificate:  With respect to a
Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.


Corporate Trust Office:  The corporate trust office of the
Trustee in the State of California, at which at any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this Agreement is located at 111 Wall Street, 14th Floor, Zone
3, New York, New York, 10005, Attention: Structured Finance Group, Washington Mutual 2004-AR9.


Corporation:  Any Person (other than an individual,
partnership, joint venture or unincorporated organization) incorporated, associated, organized, chartered or existing under the
laws of any state or under the federal laws of the United States of America; provided, that such Person have indefinite existence under the law of its domicile.


Corresponding Class:  With respect to the Class A and Class
B Certificates and the REMIC I Regular Interests, the “Corresponding Class” shall be as indicated in the following
table:



	
Class A-1-L

	
 

	
 

	
Class A-1


	
Class A-2-L

	
 

	
 

	
Class A-2


	
Class A-3-L

	
 

	
 

	
Class A-3


	
Class A-4-L

	
 

	
 

	
Class A-4


	
Class A-5-L

	
 

	
 

	
Class A-5


	
Class A-6-L

	
 

	
 

	
Class A-6


	
Class A-7-L

	
 

	
 

	
Class A-7


	
Class B-1-L

	
 

	
 

	
Class B-1


	
Class B-2-L

	
 

	
 

	
Class B-2


	
Class B-3-L

	
 

	
 

	
Class B-3


	
Class B-4-L

	
 

	
 

	
Class B-4


	
Class B-5-L

	
 

	
 

	
Class B-5


	

Class B-6-L

	
 

	
 

	

Class B-6







Credit Support Depletion Date:  The first Distribution Date
on which the aggregate Class Principal Balance of the Class B Certificates has been or will be reduced to zero as a result of
principal distributions thereon and the allocation of Realized Losses on such Distribution Date.


13




Cumulative Carry-Forward Subsequent Recoveries Amount:  For any Distribution Date, the sum of (i) the Carry-Forward
Subsequent Recoveries Amount for such Distribution Date and (ii) the Carry-Forward Subsequent Recoveries Amounts for prior
Distribution Dates to the extent such Carry-Forward Subsequent Recoveries Amounts have not been applied in reduction of Realized
Losses on prior Distribution Dates pursuant to the first paragraph of the definition of “Realized Loss”
herein.


Curtailment:  Any payment of principal on a Mortgage Loan,
made by or on behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid Monthly Payment or a Payoff, which is
applied to reduce the outstanding principal balance of the Mortgage Loan.  (Prepayment penalties are not payments of principal
and hence Curtailments do not include prepayment penalties.)


Curtailment Shortfall:  For any Distribution Date and for
any Curtailment applied with a Monthly Payment in the Prior Period other than a Prepaid Monthly Payment, an amount equal to one
month’s interest on such Curtailment at the applicable Pass-Through Rate on such Mortgage Loan.


Custodial Account for P&I:  The Custodial Account for
principal and interest established and maintained by each Servicer pursuant to its Selling and Servicing Contract and caused by the
Master Servicer to be established and maintained pursuant to Section 3.02 (a) with the corporate trust department of the Trustee or
another financial institution approved by the Master Servicer such that the rights of the Master Servicer, the Trust, the Trustee,
the Delaware Trustee and the Certificateholders thereto shall be fully protected against the claims of any creditors of the
applicable Servicer and of any creditors or depositors of the institution in which such account is maintained, (b) within FDIC
insured accounts (or other accounts with comparable insurance coverage acceptable to the Rating Agencies) created, maintained and
monitored by a Servicer or (c) in a separate non-trust account without FDIC or other insurance in an Eligible Institution. In the
event that a Custodial Account for P&I is established pursuant to clause (b) of the preceding sentence, amounts held in such
Custodial Account for P&I shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one
Custodial Account for P&I may be established. Any amount that is at any time not protected or insured in accordance with the
first sentence of this definition of “Custodial Account for P&I” shall promptly be withdrawn from such Custodial
Account for P&I and be remitted to the Investment Account.


Custodial Account for Reserves:  The Custodial Account for
Reserves established and maintained by each Servicer pursuant to its Selling and Servicing Contract and caused by the Master
Servicer to be established and maintained pursuant to Section 3.02 (a) with the corporate trust department of the Trustee or
another financial institution approved by the Master Servicer such that the rights of the Master Servicer, the Trust, the Trustee,
the Delaware Trustee and the Certificateholders thereto shall be fully protected against the claims of any creditors of the
applicable Servicer and of any creditors or depositors of the institution in which such account is maintained, (b) within FDIC
insured accounts (or other accounts with comparable insurance coverage acceptable to the Rating Agencies) created, maintained and
monitored by a Servicer or (c) in a separate non-trust account without FDIC or other insurance in an Eligible Institution. In the
event that a Custodial Account for Reserves is established pursuant to clause (b) of the preceding sentence, amounts held in such
Custodial Account for Reserves shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one
Custodial Account for Reserves may be established. Any amount that is at any time not protected or insured in accordance with the
first sentence of this definition of “Custodial Account for Reserves” shall promptly be withdrawn from such Custodial
Account for Reserves and be remitted to the Investment Account.


14




Custodial Agreement:  The agreement, if any, between the
Trustee and a Custodian (or the Trustee, a Custodian and the Master Servicer) providing for the safekeeping of the Mortgage Files
on behalf of the Trust.


Custodian:  A custodian which is appointed by the Trustee
with the consent of the Master Servicer, as provided in Article II hereof, pursuant to a Custodial Agreement. Any Custodian so
appointed shall act as agent on behalf of the Trustee.  The reasonable fees and expenses of the Custodian shall be paid by the
Master Servicer.  The Trustee shall remain at all times responsible under the terms of this Agreement, notwithstanding the
fact that certain duties have been assigned to a Custodian.


Cut-Off Date:  July 1, 2004.


Definitive Certificates:  Certificates in definitive, fully
registered and certificated form.


DelawareTrustee:  Christiana Bank & Trust Company, or its successor-in-interest
as provided in Section 8.09, or any successor trustee appointed as herein provided.


Depositary Agreement:  The Letter of Representations, dated
July 22, 2004 by and among DTC, the Trust and the Trustee. The Trustee is authorized to enter into the Depositary Agreement on
behalf of the Trust. 


Destroyed Mortgage Note:  A Mortgage Note the original of
which (or a portion of the original of which) was permanently lost or destroyed and has not been replaced.


Determination Date:  A day not later than the 10th day
preceding a related Distribution Date, as determined by the Master Servicer.


Disqualified Organization:  Any Person which is not a
Permitted Transferee, but does not include any Pass-Through Entity which owns or holds a Residual Certificate and of which a
Disqualified Organization, directly or indirectly, may be a stockholder, partner or beneficiary.


Distribution Date:  With respect to distributions on the
REMIC I Regular Interests, the Variable Servicing Interest and the Certificates, the 25th day (or, if such 25th day is not a
Business Day, the Business Day immediately succeeding such 25th day) of each month, with the first such date being August 25,
2004.  The “related Due Date” for any Distribution Date is the Due Date immediately preceding such Distribution
Date.


DTC:  The Depository Trust Company.


DTC Participant:  A broker, dealer, bank, other financial
institution or other Person for whom DTC effects book-entry transfers and pledges of securities deposited with DTC.


15




Due Date:  The day on which the Monthly Payment for each
Mortgage Loan is due.


Eligible Institution:  An institution having (i) the highest
short-term debt rating, and one of the two highest long-term debt ratings of the Rating Agencies, (ii) with respect to any
Custodial Account for P&I and special Custodial Account for Reserves, an unsecured long-term debt rating of at least one of the
two highest unsecured long-term debt ratings of the Rating Agencies, (iii) with respect to any Buydown Fund Account or Custodial
Account which also serves as a Buydown Fund Account, the highest unsecured long-term debt rating by the Rating Agencies, or (iv)
the approval of the Rating Agencies.  Such institution may be the Servicer if the applicable Selling and Servicing Contract
requires the Servicer to provide the Master Servicer with written notice on the Business Day following the date on which the
Servicer determines that such Servicer’s short-term debt and unsecured long-term debt ratings fail to meet the requirements
of the prior sentence.  Notwithstanding the foregoing, Washington Mutual Bank, FA shall be an “Eligible
Institution” if the following conditions are satisfied: (i) Washington Mutual Bank, FA is acting as Servicer, (ii) if S&P
is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower
than “A-” by S&P and the short-term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower
than “A-2” by S&P, (iii) if Fitch is a Rating Agency as defined herein, the long-term unsecured debt obligations of
Washington Mutual Bank, FA are rated no lower than “A” by Fitch and the short-term unsecured debt obligations of
Washington Mutual Bank, FA are rated no lower than “F1” by Fitch and (iv) if Moody’s is a Rating Agency as
defined herein, the long-term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower than “A2” by
Moody’s and the short-term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower than “P-1”
by Moody’s; provided, that if the long-term or short-term unsecured debt obligations of Washington Mutual Bank, FA are
downgraded by any of the Rating Agencies to a rating lower than the applicable rating specified in this sentence, Washington Mutual
Bank, FA shall cease to be an “Eligible Institution” ten Business Days after notification of such downgrade.


Eligible Investments:  Any one or more of the obligations or
securities listed below in which funds deposited in the Investment Account, the Certificate Account, the Custodial Account for
P&I and the Custodial Account for Reserves may be invested:


(i)                 
Obligations of, or guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof when
such obligations are backed by the full faith and credit of the United States;


(ii)               
Repurchase agreements on obligations described in clause (i) of this definition of “Eligible Investments,” provided
that the unsecured obligations of the party (including the Trustee in its commercial capacity) agreeing to repurchase such
obligations have at the time one of the two highest short term debt ratings  of the Rating Agencies and provided that such
repurchaser’s unsecured long term debt has one of the two highest unsecured long term debt ratings of the Rating
Agencies;


(iii)               Federal
funds, certificates of deposit, time deposits and bankers’ acceptances of any U.S. bank or trust company incorporated under
the laws of the United States or any state (including the Trustee in its commercial capacity), provided that the debt obligations
of such bank or trust company (or, in the case of the principal bank in a bank holding company system, debt obligations of the bank
holding company) at the date of acquisition thereof have one of the two highest short term debt ratings of the Rating Agencies and
unsecured long term debt has one of the two highest unsecured long term debt ratings of the Rating Agencies;


16




(iv)              Obligations of,
or obligations guaranteed by, any state of the United States or the District of Columbia, provided that such obligations at the
date of acquisition thereof shall have the highest long-term debt ratings available for such securities from the Rating
Agencies;


(v)               
Commercial paper of any corporation incorporated under the laws of the United States or any state thereof, which on the date of
acquisition has the highest commercial paper rating of the Rating Agencies, provided that the corporation has unsecured long term
debt that has one of the two highest unsecured long term debt ratings of the Rating Agencies;


(vi)              Securities
(other than stripped bonds or stripped coupons) bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States or any state thereof and have the highest long-term unsecured rating available for
such securities from the Rating Agencies; provided, however, that securities issued by any such corporation will not be investments
to the extent that investment therein would cause the outstanding principal amount of securities issued by such corporation that
are then held as part of the Investment Account or the Certificate Account to exceed 20% of the aggregate principal amount of all
Eligible Investments then held in the Investment Account and the Certificate Account; and


(vii)             Units of taxable money
market funds (which may be 12b-1 funds, as contemplated under the rules promulgated by the Securities and Exchange Commission under
the Investment Company Act of 1940), which funds have the highest rating available for such securities from the Rating Agencies or
which have been designated in writing by the Rating Agencies as Eligible Investments;


provided,
however, that such obligation or security is held for a temporary period pursuant to Section 1.860G-2(g)(1) of
the Treasury Regulations, and that such period can in no event exceed thirteen months.


In no event shall an instrument be an
Eligible Investment if such instrument (a) evidences a right to receive only interest payments with respect to the obligations
underlying such instrument or (b) has been purchased at a price greater than the outstanding principal balance of such
instrument.


ERISA:  The Employee Retirement Income Security Act of 1974,
as amended.


ERISA Restricted Certificate:  Any Senior Subordinate
Certificate.


Event of Default:  Any event of default as specified in
Section 7.01.


17




Excess Liquidation Proceeds:  With respect to any
Distribution Date, the sum of (i) the excess, if any, of aggregate Liquidation Proceeds received during the Prior Period over the
amount that would have been received if Payoffs had been made with respect to such Mortgage Loans on the date such Liquidation
Proceeds were received and (ii) any Excess Subsequent Recoveries for such Distribution Date.


Excess Subsequent Recoveries: For any Distribution Date, the excess, if any, of (i) amounts received by the Master Servicer
during the Prior Period (after deduction of amounts reimbursable under Section 3.05(a)(i) and (ii)) in connection with the
liquidation of defaulted Mortgage Loans after such Mortgage Loans became Liquidated Mortgage Loans over (ii) the Subsequent
Recoveries for such Distribution Date.


FDIC:  Federal Deposit Insurance Corporation, or any
successor thereto.


FHA:  Federal Housing Administration, or any successor
thereto.


Fannie Mae:  The entity formerly known as the Federal
National Mortgage Association, or any successor thereto.


Final Maturity Date:  With respect to each Class of
the REMIC I Regular Interests and the Certificates and the Variable Servicing Interest, the date set forth in the applicable table
contained in the Preliminary Statement hereto.


Fitch: Fitch Ratings, provided that at any time it be a Rating
Agency.


Fixed Servicing Fee Rate: For each Mortgage Loan, the per annum
rate payable to the Servicer, as set forth for such Mortgage Loan in the Mortgage Loan Schedule, equal to 0.375%.


Fraud Coverage:  During the period prior to the first
anniversary of the Cut-Off Date, 2.00% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date (the
“Initial Fraud Coverage”), reduced by Fraud Losses allocated to the Certificates since the Cut-Off Date; during
the period from the first anniversary of the Cut-Off Date to (but not including) the fifth anniversary of the Cut-Off Date, the
amount of the Fraud Coverage on the most recent previous anniversary of the Cut-Off Date (calculated in accordance with the second
sentence of this paragraph) reduced by Fraud Losses allocated to the Certificates since such anniversary; and during the period on
and after the fifth anniversary of the Cut-Off Date, zero. On each anniversary of the Cut-Off Date, the Fraud Coverage shall be
reduced to the lesser of (i) on the first, second, third and fourth anniversaries of the Cut-Off Date, 1.00% of the aggregate
principal balance of the Mortgage Loans as of the Due Date in the preceding month and (ii) the excess of the Initial Fraud Coverage
over cumulative Fraud Losses allocated to the Certificates since the Cut-Off Date.


The Fraud Coverage may be reduced upon
written confirmation from the Rating Agencies that such reduction will not adversely affect the then current ratings assigned to
the Certificates by the Rating Agencies.


Fraud Loss:  A Realized Loss (or portion thereof) with
respect to a Mortgage Loan arising from any action, event or state of facts with respect to such Mortgage Loan which, because it
involved or arose out of any dishonest, fraudulent, criminal, negligent or knowingly wrongful act, error or omission by the
Mortgagor, originator (or assignee thereof) of such Mortgage Loan, Lender, a Servicer or the Master Servicer, would result in an
exclusion from, denial of, or defense to coverage which otherwise would be provided by a Primary Insurance Policy previously issued
with respect to such Mortgage Loan.


18




Freddie Mac:  The entity formerly known as the Federal Home
Loan Mortgage Corporation, or any successor thereto.


Index:  Initially, either One-Year CMT or One-Year LIBOR, as
set forth on the Mortgage Loan Schedule.  In the event such initial Index is no longer available, the Master Servicer will
choose a new Index in accordance with the terms of the related Mortgage Note and in compliance with applicable law.


Indirect DTC Participants:  Entities such as banks, brokers,
dealers or trust companies, that clear through or maintain a custodial relationship with a DTC Participant, either directly or
indirectly.


Initial Custodial Agreement:  The Custodial Agreement, dated
the date hereof, among the Trustee, the Master Servicer and the Initial Custodian.


Initial Custodian:  Washington Mutual Bank fsb, which has
been designated by the Company to be appointed by the Trustee to act as Custodian, and whose appointment has been approved by the
Master Servicer.


Insurance Proceeds:  Amounts paid or payable by the insurer
under any Primary Insurance Policy or any other insurance policy (including any replacement policy permitted under this Agreement)
covering any Mortgage Loan or Mortgaged Property, including, without limitation, any hazard insurance policy required pursuant to
Section 3.07, any title insurance policy required pursuant to Section 2.08 and any FHA insurance policy or VA guaranty.


Interest Distribution Amount:  For any Distribution Date,
for any Class of REMIC I Regular Interests and the Class R-1 Residual Interest, the amount of interest accrued during the Prior
Period, at the related Certificate Interest Rate for such Class for such Distribution Date, on the respective Class Principal
Balance immediately before such Distribution Date, reduced by Uncompensated Interest Shortfall and the interest portion of Realized
Losses allocated to such Class on such Distribution Date pursuant to the definitions of “Uncompensated Interest
Shortfall” and “Realized Loss,” respectively.


For any Distribution Date, for any
Class of Class A and Class X Certificates, the amount of interest accrued during the Prior Period (or, in the case of the Class A-2
and Class A-3 Certificates, during the No-Delay Class A Accrual Period), at the related Certificate Interest Rate for such Class
for such Distribution Date, on the respective Class Principal Balance or Class Notional Amount, as applicable, immediately before
such Distribution Date, reduced by Uncompensated Interest Shortfall and the interest portion of Realized Losses allocated to such
Class on such Distribution Date pursuant to the definitions of “Uncompensated Interest Shortfall” and “Realized
Loss,” respectively.


19




For any Distribution Date in or before
June 2009, for the Variable Servicing Interest, the product of (x) 1/12 of the excess, if any, of (i) the Weighted Average
Pass-Through Rate for such Distribution Date minus 0.139% over (ii) the weighted average of the Certificate Interest Rates for the
Class A Certificates for such Distribution Date and (y) the aggregate Class Principal Balance of the Class A Certificates
immediately before such Distribution Date, such product reduced by Uncompensated Interest Shortfall allocated to the Variable
Servicing Interest on such Distribution Date pursuant to the definition of  “Uncompensated Interest Shortfall”;
provided, however, that for the purpose of calculating the amount in clause (x)(ii) for the first Distribution Date, the
Certificate Interest Rate on each of the Class A Certificates shall be multiplied by a ratio, the numerator of which is 32 and the
denominator of which is 30.


The computation of interest accrued
shall be made on the basis of a 360-day year of twelve 30-day months. The interest accrual period for each Class of Regular
Interests or Certificates shall be deemed to consist of 30 days, except that with respect to the computation of interest accrued on
the Class A-1 and Class A-2A Certificates for the first Distribution Date, the No-Delay Class A Accrual Period shall be deemed to
consist of 31 days.


Investment Account:  The commingled account (which shall be
commingled only with investment accounts related to series of pass-through certificates with a class of certificates which has a
rating equal to the highest of the Ratings of the Certificates) maintained by the Master Servicer in the trust department of the
Investment Depository pursuant to Section 3.03 and which bears a designation acceptable to the Rating Agencies.


Investment Depository:  JPMorgan Chase Bank, or another bank
or trust company designated from time to time by the Master Servicer. The Investment Depository shall at all times be an Eligible
Institution.


Junior Subordinate Certificates:  The Class B-4, Class B-5
and Class B-6 Certificates.


Last Scheduled Distribution Date:  With respect to
any Class of Certificates, the Final Maturity Date for such Class.


Lender:  An institution from which the Company purchased any
Mortgage Loans pursuant to a Selling and Servicing Contract.


Liquidated Mortgage Loan:  A Mortgage Loan (other than a
Mortgage Loan with respect to which a Payoff has been made) for which the Master Servicer or the applicable Servicer has determined
in accordance with its customary servicing practices that it has received all amounts which it expects to recover from or on
account of such Mortgage Loan, whether from Insurance Proceeds, Liquidation Proceeds or otherwise. For purposes of this definition,
acquisition of a Mortgaged Property by the Trust shall not constitute final liquidation of the related Mortgage Loan.


Liquidation Principal:  The principal portion of Liquidation
Proceeds received with respect to each Mortgage Loan which became a Liquidated Mortgage Loan (but not in excess of the principal
balance thereof) during the Prior Period.


20




Liquidation Proceeds:  Amounts after deduction of amounts
reimbursable under Section 3.05(a)(i) and (ii) received and retained in connection with the liquidation of defaulted Mortgage
Loans, whether through foreclosure or otherwise, other than any Subsequent Recoveries.


Loan-to-Value Ratio:  The original principal amount of a
Mortgage Loan divided by the Original Value; provided, however, that references to
“current Loan-to-Value Ratio” or “Loan-to-Value Ratio as of the Cut-Off Date” in Section 2.08 shall be
deemed to mean the then current Principal Balance of a Mortgage Loan divided by the Original Value.


Lowest Class B Owner:  An owner unaffiliated with the
Company or the Master Servicer of (i) a 100% interest in the Class of Class B Certificates with the lowest priority or (ii) a 100%
interest in a class of securities representing such interest in such Class specified in clause (i) above.


Margin:  For each Mortgage Loan, the applicable fixed per
annum percentage rate specified in the applicable Mortgage Note and designated as such in the Mortgage Loan Schedule.


Master Servicer:  The Company, or any successor thereto
appointed as provided pursuant to Section 7.02, acting to service and administer the Mortgage Loans pursuant to Section 3.01.


Master Servicer Business Day:  Any day other than a
Saturday, a Sunday, or a day on which banking institutions in Chicago, Illinois are authorized or obligated by law or executive
order to be closed.


Master Servicing Fee:  For each Mortgage Loan, the fee
charged by the Master Servicer for supervising the mortgage servicing and advancing certain expenses, equal to 1/12 of the product
of (i) the Master Servicing Fee Rate for such Mortgage Loan and (ii) the outstanding Principal Balance of such Mortgage Loan,
payable monthly from the Certificate Account, the Investment Account or the Custodial Account for P&I.


Master Servicing Fee Rate:  For each Mortgage Loan, the per
annum rate set forth for such Mortgage Loan in the Mortgage Loan Schedule, equal to 0.050%.


MERS:  Mortgage Electronic Registration Systems, Inc., a
Delaware corporation, or any successor thereto.


MERS Loan:  Any Mortgage Loan registered on the MERS®
System for which MERS appears as the mortgagee of record on the Mortgage or on an assignment thereof.


MERS® System:  The system of electronically recording
transfers of Mortgages maintained by MERS.


MIN:  The Mortgage Identification Number for a MERS
Loan.


MOM Loan:  A Mortgage Loan that was registered on the
MERS® System at the time of origination thereof and for which MERS appears as the mortgagee of record on the Mortgage.


21




Monthly P&I Advance:  An advance of funds by the Master
Servicer pursuant to Section 4.02 or a Servicer pursuant to its Selling and Servicing Contract to cover delinquent principal and
interest installments.


Monthly Payment:  The scheduled payment of principal (if
any) and interest on a Mortgage Loan (including any amounts due from a Buydown Fund, if any) which is due on the related Due Date
for such Mortgage Loan.


Moody’s:  Moody’s Investors Service, Inc.,
provided that at any time it be a Rating Agency.


Mortgage:  The mortgage, deed of trust or other instrument
securing a Mortgage Note.


Mortgage File:  The following documents or instruments with
respect to each Mortgage Loan transferred and assigned by the Company pursuant to Section 2.04, (X) with respect to each Mortgage
Loan that is not a Cooperative Loan:


(i)                 
The original Mortgage Note endorsed (A) in blank, without recourse, or (B) to “Citibank, N.A., as Trustee, without
recourse” or to “WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust, without recourse” and all
intervening endorsements evidencing a complete chain of endorsements from the originator to the Trustee or the Trust, as
applicable, or, in the event of any Destroyed Mortgage Note, a copy or a duplicate original of the Mortgage Note, together with an
original lost note affidavit from the originator of the Mortgage Loan or the Company (or any affiliate of the Company from which
the Company acquired the Mortgage Loan), as applicable, stating that the original Mortgage Note (or portion thereof, as applicable)
was lost, misplaced or destroyed, together with a copy of the Mortgage Note; provided,
however, that in the event the Company acquired the Mortgage Loan from an affiliate of the Company, then the Mortgage
Note need not be endorsed in blank or to Citibank, N.A. or the Trust as provided above (but, if not so endorsed, shall be made
payable to, or endorsed by the mortgagee named therein to, such affiliate of the Company);


(ii)        The Buydown Agreement, if applicable;


(iii)       A Mortgage that is either



(1)        (x) the original recorded Mortgage with evidence of recording
thereon for the jurisdiction in which the Mortgaged Property is located (which original recorded Mortgage, in the case of a MOM
Loan, shall set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan), (y) unless the Mortgage Loan is a MERS
Loan, an original Mortgage assignment thereof duly executed and acknowledged in recordable form (A) in blank or (B) to
“Citibank, N.A., as Trustee,” or to “WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust,” and
(z) unless the Mortgage Loan is a MOM Loan, recorded originals of all intervening assignments evidencing a complete chain of
assignment, from the originator to the name holder or the payee endorsing the related Mortgage Note (or, in the case of a MERS Loan
other than a MOM Loan, from the originator to MERS); or


22





(2)        (x) a copy (which may be in electronic form) of the Mortgage
(which Mortgage, in the case of a MOM Loan, shall set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan) which
represents a true and correct reproduction of the original Mortgage and which has either been certified (i) on the face thereof by
the public recording office in the appropriate jurisdiction in which the Mortgaged Property is located, or (ii) by the originator,
the related Lender or the escrow or title company which provided closing services in connection with such Mortgage Loan as a true
and correct copy the original of which has been sent for recordation, (y) unless the Mortgage Loan is a MERS Loan, an original
Mortgage assignment thereof duly executed and acknowledged in recordable form (A) in blank or (B) to “Citibank, N.A., as
Trustee,” or to “WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust” and (z) unless the Mortgage Loan
is a MOM Loan, true and correct copies, certified by the applicable county recorder or by the originator or Lender as described
above, of all intervening assignments evidencing a complete chain of assignment from the originator to the name holder or the payee
endorsing the related Mortgage Note (or, in the case of a MERS Loan other than a MOM Loan, from the originator to
MERS);



provided, however, that in the
event the Company acquired the Mortgage Loan from an affiliate of the Company, then the Mortgage File need not include a Mortgage
assignment executed in blank or to Citibank, N.A. or the Trust as provided in clause (X)(iii)(1)(y) or (X)(iii)(2)(y) above, as
applicable (but the Mortgage File shall, unless the Mortgage Loan was originated by such affiliate of the Company, include an
intervening Mortgage assignment to such affiliate as provided in clause (X)(iii)(1)(z) or (X)(iii)(2)(z) above, as applicable);
and


(iv)       For any Mortgage Loan that has been modified or amended, the original
instrument or instruments effecting such modification or amendment;


and (Y) with respect to each
Cooperative Loan:


(i)         the original Mortgage Note endorsed (A) in blank, without
recourse, or (B) to “Citibank, N.A., as Trustee, without recourse” or to “WaMu Mortgage Pass-Through Certificates
Series 2004-AR9 Trust, without recourse” and all intervening endorsements evidencing a complete chain of endorsements, from
the originator to the Trustee or the Trust, as applicable, or, in the event of any Destroyed Mortgage Note, a copy or a duplicate
original of the Mortgage Note, together with an original lost note affidavit from the originator of the Cooperative Loan or the
Company (or any affiliate of the Company from which the Company acquired the Mortgage Loan), as applicable, stating that the
original Mortgage Note (or portion thereof, as applicable) was lost, misplaced or destroyed, together with a copy of the Mortgage
Note;provided, however, that in the event the Company acquired the Cooperative Loan
from an affiliate of the Company, then the Mortgage Note need not be endorsed in blank or to Citibank, N.A. or the Trust as
provided above (but, if not so endorsed, shall be made payable to, or endorsed by the originator or successor lender named therein
to, such affiliate of the Company);


23




(ii)        A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan;


(iii)       The related Cooperative Stock Certificate, representing the related
Cooperative Stock pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar instrument)
executed in blank;


(iv)       The Recognition Agreement;


(v)        The Security Agreement;


(vi)       Copies of the original UCC financing statement, and any continuation
statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing
the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease;


(vii)      Copies of the filed UCC assignments or amendments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the originator to the Trust, each with evidence of
recording thereof, evidencing the interest of the assignee under the Security Agreement and the Assignment of Proprietary
Lease;


(viii)      An executed assignment of the interest of the originator in the Security
Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain of title from the
originator to the Trust; and


(ix)       For any Cooperative Loan that has been modified or amended, the
original instrument or instruments effecting such modification or amendment;


provided,
however, that in the event the Company acquired the Cooperative Loan from an affiliate of the Company, then the
Mortgage File need not include (1) a UCC assignment or amendment of the security interest referenced in clause (Y)(vi) above to the
Trust as provided in clause (Y)(vii) above (but the Mortgage File shall, unless the Cooperative Loan was originated by such
affiliate of the Company, include a UCC assignment or amendment of such security interest to such affiliate) or (2) an assignment
of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement to
the Trust as provided in clause (Y)(viii) above (but the Mortgage File shall, unless the Cooperative Loan was originated by such
affiliate of the Company, include an assignment of such interest to such affiliate).


Mortgage Interest Rate:  For any Mortgage Loan, the per
annum rate at which interest accrues on such Mortgage Loan pursuant to the terms of the related Mortgage Note.


Mortgage Loan Schedule:  The schedule, as amended from time
to time, of Mortgage Loans attached hereto as Exhibit D, which shall set forth as to each Mortgage Loan the following, among other
things:


(i)         its loan number,


24




(ii)        the address of the Mortgaged Property,


(iii)       the name of the Mortgagor,


(iv)       the Original Value of the property subject to the
Mortgage,


(v)        the Principal Balance as of the Cut-Off
Date,


(vi)       the Mortgage Interest Rate, as of the Cut-Off Date, borne by the
Mortgage Note and the Rate Ceiling, Rate Floor, subsequent Periodic Cap, Index and Margin, as applicable, borne by the Mortgage
Note,


(vii)      whether a Primary Insurance Policy is in effect as of the Cut-Off Date, and,
if so, whether such Primary Insurance Policy is a Special Primary Insurance Policy,


(viii)      the maturity of the Mortgage Note,


(ix)       the Master Servicing Fee Rate and the Fixed Servicing Fee Rate,
and



(x)        whether it imposes penalties for early
prepayments.


Mortgage Loans:  The mortgage loans and cooperative loans
(if any) listed on the Mortgage Loan Schedule and transferred and assigned to the Trust pursuant hereto. With respect to each
Mortgage Loan that is a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to, the Mortgage Note,
Security Agreement, Assignment of Proprietary Lease, Recognition Agreement, Cooperative Stock Certificate and Cooperative Lease,
and, with respect to each Mortgage Loan other than a Cooperative Loan, “Mortgage Loan” shall include, but not be
limited to the Mortgage Note and the related Mortgage.


Mortgage Note:  The note or other evidence of the
indebtedness of a Mortgagor under a Mortgage Loan.


Mortgage Pool:  All of the Mortgage Loans.


Mortgage Pool Assets:  (i) The Mortgage Loans (including all
Substitute Mortgage Loans) identified on the Mortgage Loan Schedule, and all rights pertaining thereto, including the related
Mortgage Notes, Mortgages, Cooperative Stock Certificates, Cooperative Leases, Security Agreements, Assignments of Proprietary
Lease, and Recognition Agreements, and all payments and distributions with respect to the Mortgage Loans payable on and after the
Cut-Off Date; (ii) the Certificate Account, the Investment Account, and all money, instruments, investment property, and other
property credited thereto, carried therein, or deposited therein (except amounts constituting the Master Servicing Fee or the fixed
portion of the Servicing Fee); (iii) the Custodial Accounts for P&I, the Custodial Accounts for Reserves, any Buydown Fund
Account (to the extent of the amounts on deposit or other property therein attributable to the Mortgage Loans), and all money,
instruments, investment property, and other property credited thereto, carried therein, or deposited therein (except amounts
constituting the Master Servicing Fee or the fixed portion of the Servicing Fee); (iv) all property that secured a Mortgage Loan
and that has been acquired by foreclosure or deed in lieu of foreclosure or, in the case of a Cooperative Loan, a similar form of
conversion, after the Cut-Off Date; and (v) each FHA insurance policy, Primary Insurance Policy, VA guaranty, and other insurance
policy related to any Mortgage Loan, and all amounts paid or payable thereunder and all proceeds thereof.


25




Mortgaged Property:  With respect to any Mortgage Loan,
other than a Cooperative Loan, the real property, together with improvements thereto, and, with respect to any Cooperative Loan,
the related Cooperative Stock and Cooperative Lease, securing the indebtedness of the Mortgagor under the related Mortgage
Loan.  “Mortgaged Property” shall also refer to property which once secured the indebtedness of a Mortgagor under
the related Mortgage Loan but which was acquired by the Trust upon foreclosure or other liquidation of such Mortgage Loan.


Mortgagor:  The obligor on a Mortgage Note.


No-Delay Class A Accrual Period:  For any Distribution Date,
the period beginning on the 25th day of the month preceding that Distribution Date (or, in the case of the first
Distribution Date, on the Closing Date) and ending on the 24th day of the month of that Distribution Date.


Nonrecoverable Advance:  With respect to any Mortgage Loan,
any advance which the Master Servicer shall determine to be a Nonrecoverable Advance pursuant to Section 4.03 and which was, or is
proposed to be, made by (i) the Master Servicer or (ii) a Servicer pursuant to its Selling and Servicing Contract.


Non-U.S. Person:  A Person that is not a U.S. Person.


Notice Addresses:  (a) In the case of the Company, 75 North
Fairway Drive, Vernon Hills, Illinois 60061, Attention: Master Servicing Department (with a copy to: Washington Mutual Legal
Department, 1201 Third Avenue, WMT 1706, Seattle, WA 98101, Attention: WMMSC) or such other address as may hereafter be furnished
to the Trustee in writing by the Company, (b) in the case of the Trustee, at its Corporate Trust Office, or such other address as
may hereafter be furnished to the Master Servicer in writing by the Trustee, (c) in the case of the Delaware Trustee, 1314 King
Street, Wilmington, Delaware 19801, or such other address as may hereafter be furnished to the Master Servicer in writing by the
Delaware Trustee, (d) in the case of the Trust, c/o Citibank, N.A., at the Corporate Trust Office, or such other address as may
hereafter be furnished to the Master Servicer in writing by the Trustee, (e) in the case of the Certificate Registrar, at its
Corporate Trust Office, or such other address as may hereafter be furnished to the Trustee in writing by the Certificate Registrar,
(f) in the case of S&P, 55 Water Street, 41st Floor, New York, New York 10041-0003, Attention:  Frank Raiter, or such
other address as may hereafter be furnished to the Trustee and Master Servicer in writing by S&P, and (g) in the case of
Moody’s, 99 Church Street, New York, New York 10007, Attention:  Monitoring, or such other address as may hereafter be
furnished to the Trustee and Master Servicer in writing by Moody’s.


OTS:  The Office of Thrift Supervision, or any successor
thereto.


Officer’s Certificate:  A certificate signed by the
Chairman of the Board, the President, a Vice President, or the Treasurer of the Master Servicer and delivered to the Trustee or the
Delaware Trustee, as applicable.


26




One-Year CMT:  The weekly average yield on United States
Treasury Securities adjusted to a constant maturity of one year, as made available by the Federal Reserve Board, published in
Federal Reserve Statistical Release H.15(519) most recently available as of 45 days before the applicable Adjustment Date.


One-Year LIBOR: The average of interbank offered rates for
one-year U.S. dollar-denominated deposits in the London market, as published in The Wall Street Journal and most recently available
as of the date 45 days before the applicable Adjustment Date.


Opinion of Counsel:  A written opinion of counsel, who shall
be reasonably acceptable to the Trustee or the Delaware Trustee, as applicable, and who may be counsel (including in-house counsel)
for the Company or the Master Servicer.


Original Trust Agreement:  The Trust Agreement, dated as of
July 1, 2004, between the Company and the Delaware Trustee, providing for the creation of the Trust.


Original Value:  With respect to any Mortgage Loan other
than a Mortgage Loan originated for the purpose of refinancing an existing mortgage debt, the lesser of (a) the Appraised Value (if
any) of the Mortgaged Property at the time the Mortgage Loan was originated or (b) the purchase price paid for the Mortgaged
Property by the Mortgagor. With respect to a Mortgage Loan originated for the purpose of refinancing existing mortgage debt, the
Original Value shall be equal to the Appraised Value of the Mortgaged Property.


Ownership Interest:  With respect to any Residual
Certificate, any ownership or security interest in such Residual Certificate, including any interest in a Residual Certificate as
the Holder thereof and any other interest therein whether direct or indirect, legal or beneficial, as owner or as pledgee.


Par Price Payment Agreement:  The Par Price Payment
Agreement, dated as of July 23, 2004, between Wells Fargo and the Auction Administrator.


Pass-Through Entity:  Any regulated investment company, real
estate investment trust, common trust fund, partnership, trust or estate, and any organization to which Section 1381 of the Code
applies.


Pass-Through Rate:  For each Mortgage Loan, the Mortgage
Interest Rate for such Mortgage Loan less (i) the Fixed Servicing Fee Rate for such Mortgage Loan, (ii) the Master Servicing Fee
Rate for such Mortgage Loan and (iii) if such Mortgage Loan was covered by a Special Primary Insurance Policy on the Closing Date
(even if no longer so covered), the per annum rate at which the applicable Special Primary Insurance Premium for such Mortgage Loan
is calculated. For each Mortgage Loan, any calculation of monthly interest at such rate shall be based upon annual interest at such
rate (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid Principal Balance of such Mortgage Loan
divided by twelve, and any calculation of interest at such rate by reason of a Payoff shall be based upon annual interest at such
rate on the outstanding Principal Balance of such Mortgage Loan multiplied by a fraction, the numerator of which is the number of
days elapsed from the Due Date of the last scheduled payment of principal and interest to, but not including, the date of such
Payoff, and the denominator of which is (a) for Payoffs received on a Due Date, 360, and (b) for all other Payoffs, 365.


27




Paying Agent:  Any paying agent appointed by the Trustee
pursuant to Section 8.12.


Payoff:  Any Mortgagor payment of principal on a Mortgage
Loan equal to the entire outstanding Principal Balance of such Mortgage Loan, if received in advance of the last scheduled Due Date
for such Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid interest on the Mortgage Loan to the date
of such payment-in-full.  (Prepayment penalties are not payments of principal and hence Payoffs do not include prepayment
penalties.)


Payoff Earnings:  For any Distribution Date with respect to
each Mortgage Loan on which a Payoff was received by the Master Servicer during the Payoff Period, the aggregate of the interest
earned by the Master Servicer from investment of each such Payoff from the date of receipt of such Payoff until the Business Day
immediately preceding the related Distribution Date (net of investment losses).


Payoff Interest:  For any Distribution Date with respect to
a Mortgage Loan for which a Payoff was received on or after the first calendar day of the month of such Distribution Date and
before the 15th calendar day of such month, an amount of interest thereon at the applicable Pass-Through Rate from the first day of
the month of distribution through the day of receipt thereof; to the extent (together with Payoff Earnings and the aggregate Master
Servicing Fee) not required to be distributed as Compensating Interest on such Distribution Date, Payoff Interest shall be payable
to the Master Servicer as additional servicing compensation.


Payoff Period:  For the first Distribution Date, the period
from the Cut-Off Date through August 14, 2004, inclusive; and for any Distribution Date thereafter, the period from the 15th day of
the Prior Period through the 14th day of the month of such Distribution Date, inclusive.


Percentage Interest:  (a)  With respect to the right of
each Certificate of a particular Class in the distributions allocated to such Class, “Percentage Interest” shall mean
the percentage equal to:


(i)         with respect to any Certificate (other than the Class X and
Residual Certificates), its Certificate Principal Balance divided by the applicable Class Principal Balance;


(ii)        with respect to any Class X Certificate, the portion of the Class
X Notional Amount evidenced by such Certificate divided by the Class X Notional Amount; and


(iii)       with respect to any Residual Certificate, the percentage set forth on
the face of such Certificate.


(b)        With respect to the rights of each Certificate in connection with
Sections 5.09, 7.01, 8.01(c), 8.02, 8.07, 10.01 and 10.03, “Percentage Interest” shall mean the percentage equal
to:


28




(i)         with respect to any Certificate (other than the Class X and
Residual Certificates), the product of (x) ninety-nine percent (99%) and (y) its Certificate Principal Balance divided by the
Aggregate Certificate Principal Balance of the Certificates; provided, however, that
the percentage in clause (x) above shall be increased by one percent (1%) upon the retirement of the Class X
Certificates;


(ii)        with respect to any Class X Certificate, one percent (1%) of such
Certificate’s Percentage Interest as calculated by paragraph (a)(ii) of this definition; and


(iii)       with respect to any Residual Certificate, zero.


Periodic Cap:  For each Mortgage Loan, any applicable limit on adjustment of the Mortgage Interest Rate
for each Adjustment Date specified in the applicable Mortgage Note and designated as such in the Mortgage Loan Schedule.


Permitted Transferee:  With respect to the holding or
ownership of any Residual Certificate, any Person other than (i) the United States, a State or any political subdivision thereof,
or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or
instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Code
Section 521) which is exempt from the taxes imposed by Chapter 1 of the Code (unless such organization is subject to the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described
in Code Section 1381(a)(2)(C), (v) any “electing large partnership” as defined in
Section 775(a) of the Code, (vi) any Person from whom the Trustee has not received an affidavit to the effect that it is not
a “disqualified organization” within the meaning of Section 860E(e)(5) of the Code, and (vii) any other Person so
designated by the Company based upon an Opinion of Counsel that the transfer of an Ownership Interest in a Residual Certificate to
such Person may cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that the Certificates are outstanding. The
terms “United States,” “State” and “International Organization” shall have the meanings set
forth in Code Section 7701 or successor provisions. A corporation shall not be treated as an instrumentality of the United States
or of any State or political subdivision thereof if all of its activities are subject to tax, and, with the exception of the
Freddie Mac, a majority of its board of directors is not selected by such governmental unit.


Person:  Any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.


Prepaid Monthly Payment:  Any Monthly Payment received prior
to its scheduled Due Date, which is intended to be applied to a Mortgage Loan on its scheduled Due Date and held in the related
Custodial Account for P&I until the Withdrawal Date following its scheduled Due Date.


Primary Insurance Policy:  A policy of mortgage guaranty
insurance, if any, on an individual Mortgage Loan or on pools of mortgage loans that include an individual Mortgage Loan, providing
coverage as required by Section 2.08(xi) (including any Special Primary Insurance Policy).


29




Principal Balance:  Except as used in Sections 2.07, 3.09
and 9.01 and for purposes of the definition of Purchase Price, at the time of any determination, the principal balance of a
Mortgage Loan remaining to be paid at the close of business on the Cut‐Off Date, after application of all scheduled principal
payments due on or before the Cut‐Off Date, whether or not received, reduced by all amounts distributed or (except when such
determination occurs earlier in the month than the Distribution Date) to be distributed to Certificateholders through the
Distribution Date in the month of determination that are reported as allocable to principal of such Mortgage Loan.


For purposes of the definition of
Purchase Price and as used in Sections 2.07, 3.09 and 9.01, at the time of any determination, the principal balance of a Mortgage
Loan remaining to be paid at the close of business on the Cut-Off Date, after deduction of all scheduled principal payments due on
or before the Cut-Off Date, whether or not received, reduced by all amounts distributed or to be distributed to Certificateholders
through the Distribution Date in the month of determination that are reported as allocable to principal of such Mortgage
Loan.


In the case of a Substitute Mortgage
Loan, “Principal Balance” shall mean, at the time of any determination, the principal balance of such Substitute
Mortgage Loan transferred to the Trust, on the date of substitution, reduced by all amounts distributed or to be distributed to
Certificateholders through the Distribution Date in the month of determination that are reported as allocable to principal of such
Substitute Mortgage Loan.


The Principal Balance of a Mortgage
Loan (including a Substitute Mortgage Loan) shall not be adjusted solely by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period. Whenever a Realized Loss has been incurred with
respect to a Mortgage Loan during a calendar month, the Principal Balance of such Mortgage Loan shall be reduced by the amount of
such Realized Loss as of the Due Date next following the end of such calendar month.


Principal Payment:  Any payment of principal on a Mortgage
Loan other than a Principal Prepayment.


Principal Payment Amount:  For any Distribution Date, the
sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion
of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as
permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with
respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent
Recoveries.


Principal Prepayment:  Any payment of principal on a
Mortgage Loan which constitutes a Payoff or a Curtailment.


30




Principal Prepayment Amount:  For any Distribution Date, the
sum of (i) Curtailments received during the Prior Period from the Mortgage Loans and (ii) Payoffs received during the Payoff Period
from the Mortgage Loans.


Prior Period:  With respect to any Distribution Date, the
calendar month immediately preceding such Distribution Date.


Pro Rata Allocation:  The
allocation of the principal portion of Realized Losses to all Classes of REMIC I Regular Interests pro rata according to their
respective Class Principal Balances in reduction thereof, and the allocation of the interest portion of Realized Losses to all
Classes of REMIC I Regular Interests pro rata according to the amount of interest accrued but unpaid on each such Class, in
reduction thereof, and then to such Classes pro rata according to their respective Class Principal Balances in reduction
thereof.


Any losses allocated to an outstanding
Class of REMIC I Regular Interests pursuant to this definition of “Pro Rata Allocation” in reduction of the Class
Principal Balance thereof shall also be allocated to the Corresponding Class of Certificates in reduction of the Class Principal
Balance thereof by the same amount.


Prospectus:   The Prospectus, dated February 10, 2004,
and the Prospectus Supplement, dated July 21, 2004, of the Company.


Purchase Obligation:  An obligation of the Company to
repurchase Mortgage Loans under the circumstances and in the manner provided in Section 2.07 or Section 2.08.


Purchase Price:  With respect to any Mortgage Loan to be
purchased pursuant to a Purchase Obligation or pursuant to Section 3.01, an amount equal to the sum of (i) the Principal Balance
thereof, (ii) unpaid accrued interest thereon, if any, during the calendar month in which the date of purchase occurs to the last
day of such month at a rate equal to the applicable Pass-Through Rate and (iii) with respect to any Mortgage Loan to be purchased
pursuant to Section 2.08, any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any
predatory and abusive lending laws, to the extent such costs and damages result from a breach of the representation and warranty
made by the Company pursuant to clause (viii) of Section 2.08; provided, however, that to the extent that such costs and damages
constitute a set-off against the principal balance of the Mortgage Loan, such costs and damages will not be paid pursuant to this
clause (iii), and the amount paid pursuant to clause (i) above will be calculated without regard to such set-off; provided,
further, that no Mortgage Loan shall be purchased or required to be purchased pursuant to Section 2.08, or more than two years
after the Closing Date under Section 2.07, unless (a) the Mortgage Loan to be purchased is in default, or default is in the
judgment of the Company reasonably imminent, or (b) the Company, at its expense, delivers to the Trustee an Opinion of Counsel
addressed to the Trust and the Trustee to the effect that the purchase of such Mortgage Loan will not give rise to a tax on a
prohibited transaction, as defined in Section 860F(a) of the Code.


Qualified Insurer:  A mortgage guaranty insurance company
duly qualified as such under the laws of the states in which the Mortgaged Properties are located if such qualification is
necessary to issue the applicable insurance policy or bond, duly authorized and licensed in such states to transact the applicable
insurance business and to write the insurance provided by the Primary Insurance Policies and approved as an insurer by the Master
Servicer. A Qualified Insurer must have the rating required by the Rating Agencies.


31




Rate Ceiling:  The maximum per annum Mortgage Interest Rate
permitted under the related Mortgage Note.


Rate Floor:  The minimum per annum Mortgage Interest Rate
permitted under the related Mortgage Note.


Rating Agency:  Initially, each of S&P and Moody’s
and thereafter, each nationally recognized statistical rating organization that has rated the Certificates at the request of the
Company, or their respective successors in interest.


Ratings:  As of any date of determination, the ratings, if
any, of the Certificates as assigned by the applicable Rating Agencies.


Realized Loss:  For any Distribution Date, with respect to
any Mortgage Loan which became a Liquidated Mortgage Loan during the related Prior Period, the sum of (i) the principal balance of
such Mortgage Loan remaining outstanding and the principal portion of Nonrecoverable Advances actually reimbursed with respect to
such Mortgage Loan (the principal portion of such Realized Loss), and (ii) the accrued interest on such Mortgage Loan remaining
unpaid and the interest portion of Nonrecoverable Advances actually reimbursed with respect to such Mortgage Loan (the interest
portion of such Realized Loss); provided, however, that for purposes of allocating Realized Losses to the Certificates and the REMIC II
Regular Interests pursuant to this definition of “Realized Loss,” the aggregate principal portion of Realized Losses
for any Distribution Date shall be reduced by the Cumulative Carry-Forward Subsequent Recoveries Amount for such Distribution Date.
For any Distribution Date, with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy
Loss incurred with respect to such Mortgage Loan as of the related Due Date.


Except for Special Hazard Losses in
excess of the Special Hazard Coverage, Fraud Losses in excess of the Fraud Coverage and Bankruptcy Losses in excess of the
Bankruptcy Coverage, Realized Losses shall be allocated among the REMIC I Regular
Interests (i) for Realized Losses allocable to principal (a) first, to the Class B-6-L Regular Interest, until the Class
B-6-L Principal Balance has been reduced to zero, (b) second, to the Class B-5-L Regular Interest, until the Class B-5-L Principal
Balance has been reduced to zero, (c) third, to the Class B-4-L Regular Interest, until the Class B-4-L Principal Balance has been
reduced to zero, (d) fourth, to the Class B-3-L Regular Interest, until the Class B-3-L Principal Balance has been reduced to zero,
(e) fifth, to the Class B-2-L Regular Interest, until the Class B-2-L Principal Balance has been reduced to zero, (f) sixth, to the
Class B-1-L Regular Interest, until the Class B-1-L Principal Balance has been reduced to zero and (g) seventh, to the Class A-L
Regular Interests, pro rata according to the Class Principal Balances thereof, in reduction
thereof; and (ii) for Realized Losses allocable to interest (a) first, to the Class B-6-L Regular Interest, in reduction of
accrued but unpaid interest thereon and then in reduction of the Class B-6-L Principal Balance, (b) second, to the Class B-5-L
Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-5-L Principal Balance,
(c) third, to the Class B-4-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the
Class B-4-L Principal Balance, (d) fourth, to the Class B-3-L Regular Interest, in reduction of accrued but unpaid interest thereon
and then in reduction of the Class B-3-L Principal Balance, (e) fifth, to the Class B-2-L Regular Interest, in reduction of accrued
but unpaid interest thereon and then in reduction of the Class B-2-L Principal Balance, (f) sixth, to the Class B-1-L Regular
Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-1-L Principal Balance and (g)
seventh, to the Class A-L Regular Interests, pro rata according to accrued but unpaid interest on such Classes, in reduction
thereof, and then to such Classes, pro rata according to the Class Principal Balances thereof, in reduction
thereof.


32




Special Hazard Losses in excess of the
Special Hazard Coverage, Fraud Losses in excess of the Fraud Coverage and Bankruptcy Losses in excess of the Bankruptcy Coverage
shall be allocated among the REMIC I Regular Interests by Pro Rata
Allocation.


Realized Losses
allocated to any Class of REMIC I Regular Interests pursuant to this definition of “Realized Loss” in reduction of the Class Principal Balance thereof shall also be allocated to the Corresponding Class of
Certificates in reduction of the Class Principal Balance thereof by the same amount.


The aggregate of Realized Losses
allocable to interest allocated to the Class A-L Regular Interests pursuant to the second or third paragraph, as applicable, of
this definition of “Realized Loss” in reduction of accrued but unpaid interest thereon shall be allocated among the
Class A and Class X Certificates pro rata according to accrued but unpaid interest on such Classes, in reduction
thereof.


On each Distribution Date, after giving
effect to the principal distributions and allocations of losses as provided in this Agreement (without regard to this paragraph),
if the aggregate Class Principal Balance of all outstanding Classes of REMIC I Regular Interests and the Class R-1 Residual
Interest (plus any Cumulative Carry-Forward Subsequent Recoveries Amount for such Distribution Date) exceeds the aggregate
principal balance of the Mortgage Loans remaining to be paid at the close of business on the Cut-Off Date, after deduction of (i)
all principal payments due on or before the Cut-Off Date in respect of each Mortgage Loan whether or not paid, and (ii) all amounts
of principal in respect of each Mortgage Loan that have been received or advanced and included in the REMIC I Available
Distribution Amount and all losses in respect of each Mortgage Loan that have been allocated to the REMIC I Regular Interests on
such Distribution Date or prior Distribution Dates, then such excess will be deemed a principal loss and will be allocated to the
most junior Class of Class B-L Regular Interests, in reduction of the Class Principal Balance thereof.


Recognition Agreement:  With respect to a Cooperative Loan,
the recognition agreement between the Cooperative and the originator of such Cooperative Loan.


Record Date:  The last Business Day of the month immediately
preceding the month of the related Distribution Date.


33




Regular Interests:  (i) With respect to REMIC I, the REMIC I
Regular Interests and (ii) with respect to REMIC II, the REMIC II Regular Interests.


Relief Act Shortfall:  For any Distribution Date for any Mortgage Loan with respect to which the Servicemembers Civil
Relief Act, formerly known as the Soldiers’ and Sailors’ Civil Relief Act of 1940, or any comparable state legislation
(collectively, the “Relief Act”), limits the amount of interest payable by the related Mortgagor, an amount equal to one
month’s interest on such Mortgage Loan at an annual interest rate equal to the excess, if any, of (i) the annual interest
rate at which interest otherwise accrued during the Prior Period under the terms of the related Mortgage Note over (ii) the annual
interest rate at which interest accrued during the Prior Period by application of the Relief
Act.


REMIC:  A real estate mortgage investment conduit, as such
term is defined in the Code.


REMIC Provisions:  Sections 860A through 860G of the Code,
related Code provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to time.


REMIC I:  The segregated pool of assets of the Trust
consisting of the REMIC I Assets, which shall be a REMIC pursuant to the Code, with respect to which a separate REMIC election is
to be made and the beneficial interests in which shall be the REMIC I Regular Interests and the Class R-1 Residual Interest.


REMIC I Assets:  All of the Mortgage Pool Assets.


REMIC I Available Distribution Amount:  For any Distribution
Date, the sum of the following amounts with respect to the Mortgage Loans:


(1)        the total amount of all cash received by or on behalf of the
Master Servicer with respect to such Mortgage Loans by the Determination Date for such Distribution Date and not previously
distributed, including Monthly P&I Advances made by Servicers, Liquidation Proceeds and scheduled amounts of distributions from
Buydown Funds respecting Buydown Loans, if any, except:



(a)        all scheduled payments of principal and interest collected but due
subsequent to such Distribution Date;



(b)        all Curtailments received after the Prior
Period;



(c)        all Payoffs received after the Payoff Period immediately preceding
such Distribution Date (together with any interest payment received with such Payoffs to the extent that it represents the payment
of interest accrued on the Mortgage Loans for the period subsequent to the Prior Period), and interest which was accrued and
received on Payoffs received during the period from the 1st to the 14th day of the month of such Distribution Date, which interest
shall not be included in the calculation of the REMIC I Available Distribution Amount for any Distribution Date;



(d)        Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries
received on such Mortgage Loans after the Prior Period;


34





(e)        all amounts in the Certificate Account which are due and
reimbursable to a Servicer or the Master Servicer pursuant to the terms of this Agreement;



(f)         the sum of the Master Servicing Fee and the fixed portion of
the Servicing Fee for each such Mortgage Loan, and any Special Primary Insurance Premium payable on such Distribution Date with
respect to such Mortgage Loan; and



(g)        Excess Liquidation Proceeds;


(2)        the sum, to the extent not previously distributed, of the
following amounts, to the extent advanced or received, as applicable, by the Master Servicer:



(a)        any Monthly P&I Advance made by the Master Servicer to the
Trustee with respect to such Distribution Date relating to such Mortgage Loans; and



(b)        Compensating Interest; and


(3)        the total amount of any cash received during the Prior Period by
the Trustee or the Master Servicer in respect of a Purchase Obligation under Section 2.07 and Section 2.08 or any permitted
purchase of such a Mortgage Loan.


REMIC I Distribution Amount:  (I) For any Distribution Date
prior to the Credit Support Depletion Date, the REMIC I Available Distribution Amount for such Distribution Date shall be
distributed to the REMIC I Regular Interests and the Class R-1 Residual Interest in the following amounts and priority, to the
extent of the REMIC I Available Distribution Amount for such Distribution Date:


(i)         first, to the Class A-L Regular
Interests and the Class R‐1 Residual Interest, concurrently, the sum of the Interest Distribution Amounts for such Classes
remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid
amounts;


(ii)        second, to the Class A-L Regular Interests and the Class
R‐1 Residual Interest, concurrently, the sum of the Interest Distribution Amounts for such Classes for the current
Distribution Date, pro rata according to their respective Interest Distribution Amounts;


(iii)       third, to the Class R‐1 Residual Interest, until the Class
R‐1 Principal Balance has been reduced to zero;



(iv)       fourth, to the Class A-L Regular Interests, as principal, the Senior
Principal Distribution Amount, concurrently, as follows:



(a)        49.41088420051% to the Class A-1 Certificates, until the
Class A-1 Principal Balance has been reduced to zero; and



 



(b)        50.58911579949%, sequentially, as follows:


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(1)        first, to the Class A-2 Certificates, until the Class A-2
Principal Balance has been reduced to zero;



 



(2)        second, to the Class A-3 Certificates, until the Class A-3
Principal Balance has been reduced to zero;



 



(3)        third, to the Class A-4 Certificates, until the Class A-4
Principal Balance has been reduced to zero;



 



(4)        fourth, to the Class A-5 Certificates, until the Class A-5
Principal Balance has been reduced to zero;



 



(5)        fifth, to the Class A-6 Certificates, until the Class A-6
Principal Balance has been reduced to zero; and



 



(6)        sixth, to the Class A-7 Certificates, until the Class A-7
Principal Balance has been reduced to zero.



 


(v)        fifth, to the Class B-1-L Regular Interest, the Interest
Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;


(vi)       sixth, to the Class B-1-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests for the current Distribution Date;


(vii)      seventh, to the Class B-1-L Regular Interest, the portion of the Subordinate
Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Subordinate
Principal Distribution Amount,” until the Class B-1-L Principal Balance has been reduced to zero;


(viii)      eighth, to the Class B-2-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;


(ix)       ninth, to the Class B-2-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests for the current Distribution Date;


(x)        tenth, to the Class B-2-L Regular Interest, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of
“Subordinate Principal Distribution Amount,” until the Class B-2-L Principal Balance has been reduced to
zero;


(xi)       eleventh, to the Class B-3-L Regular Interest, the Interest
Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;


(xii)      twelfth, to the Class B-3-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests for the current Distribution Date;


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(xiii)      thirteenth, to the Class B-3-L Regular Interest, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of
“Subordinate Principal Distribution Amount,” until the Class B-3-L Principal Balance has been reduced to
zero;


(xiv)     fourteenth, to the Class B-4-L Regular Interest, the Interest Distribution Amount
for such Class of Regular Interests remaining unpaid from previous Distribution Dates;


(xv)      fifteenth, to the Class B-4-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests for the current Distribution Date;


(xvi)     sixteenth, to the Class B-4-L Regular Interest, the portion of the Subordinate
Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Subordinate
Principal Distribution Amount,” until the Class B-4-L Principal Balance has been reduced to zero;


(xvii)     seventeenth, to the Class B-5-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;


(xviii)    eighteenth, to the Class B-5-L Regular Interest, the Interest Distribution Amount for
such Class of Regular Interests for the current Distribution Date;


(xix)     nineteenth, to the Class B-5-L Regular Interest, the portion of the Subordinate
Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Subordinate
Principal Distribution Amount,” until the Class B-5-L Principal Balance has been reduced to zero;


(xx)      twentieth, to the Class B-6-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;


(xxi)     twenty-first, to the Class B-6-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests for the current Distribution Date;


(xxii)     twenty-second, to the Class B-6-L Regular Interest, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of
“Subordinate Principal Distribution Amount,” until the Class B-6-L Principal Balance has been reduced to
zero;


(xxiii)    twenty-third, to the outstanding Classes of REMIC I Regular Interests in the order of
seniority (which, from highest to lowest, shall be as follows: the Class A-L Regular Interests of equal seniority, and then Class
B-1-L, Class B-2-L, Class B-3-L, Class B-4-L, Class B-5-L and Class B-6-L of decreasing seniority) the remaining portion, if any,
of the REMIC I Available Distribution Amount, up to the amount of unreimbursed Realized Losses allocable to principal previously
allocated or to be allocated on such Distribution Date to such Class, if any; provided,
however, that in the case of Classes of equal seniority, the amount distributable to such Classes shall be allocated
among such Classes according to the amount of losses allocated thereto; provided,
further, that any amounts distributed pursuant to this paragraph (I)(xxiii) of this definition of “REMIC I
Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Classes of REMIC I Regular
Interests; and


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(xxiv)    twenty-fourth, to the Class R-1 Residual Interest, the Residual Distribution Amount for
the Class R-1 Residual Interest for such Distribution Date.


(II)       For any Distribution Date on or after the Credit Support Depletion
Date, the REMIC I Available Distribution Amount for such Distribution Date shall be distributed to the outstanding Classes of REMIC
I Regular Interests and the Class R-1 Residual Interest in the following amounts and priority, to the extent of the REMIC I
Available Distribution Amount for such Distribution Date:


(i)         first, to the Class A-L Regular Interests, the amount
payable to each such Class of Regular Interests on prior Distribution Dates pursuant to clause (I)(ii) or (II)(ii) of this
definition of “REMIC I Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the
extent of amounts available;


(ii)        second, to the Class A-L Regular Interests, concurrently, the sum
of the Interest Distribution Amounts for such Classes of Regular Interests for the current Distribution Date, pro rata according to
their respective Interest Distribution Amounts;


(iii)       third, to the Class A-L Regular Interests, pro rata according to Class
Principal Balance, as principal, the Senior Principal Distribution Amount; and


(iv)       fourth, to the Class R-1 Residual Interest, the Residual Distribution
Amount for the Class R-1 Residual Interest for such Distribution Date.


REMIC I Regular Interests:  The Classes of undivided
beneficial interests in REMIC I designated as “regular interests” in the table titled “REMIC I Interests”
in the Preliminary Statement hereto. The REMIC I Regular Interests, together with the Class R-1 Residual Interest, shall be deemed
to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC I Assets pursuant to Section
3806(b)(2) of the Statutory Trust Statute.


REMIC II:  The segregated pool of assets of the Trust
consisting of the REMIC II Assets, which shall be a REMIC pursuant to the Code, with respect to which a separate REMIC election is
to be made, and the beneficial interests in which shall be the REMIC II Regular Interests and the Class R-2 Residual Interest.


REMIC II Assets:  The REMIC I Regular Interests.


REMIC II Available Distribution Amount:  For any
Distribution Date, the aggregate of all distributions to the REMIC I Regular Interests (which amount shall be available for
distributions to the Certificates, the Variable Servicing Interest and the Class R-2 Residual Interest as provided herein).


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REMIC II Distribution Amount:  The REMIC II Available
Distribution Amount for any Distribution Date shall be distributed to the Certificates, the Variable Servicing Interest and the
Class R-2 Residual Interest in the following amounts and priority, to the extent of the REMIC II Available Distribution Amount for
such Distribution Date:


(a)        With respect to the Class A and Class X Certificates and the
Variable Servicing Interest:


(i)         for any Distribution Date after the Distribution Date in
June 2009, to each Class of Class A Certificates, the amounts distributed to its Corresponding Class on such Distribution Date;
and


(ii)        for any Distribution Date in or before November
2008:



(a)        to each Class of Class A Certificates, the amount distributed as
principal to its Corresponding Class on such Distribution Date; and



(b)        to the Class A and Class X Certificates and the Variable Servicing
Interest, the aggregate amount distributed as interest to the Class A-L Regular Interests on such Distribution Date, sequentially,
as follows:



(1)        first, to the Class A
and Class X Certificates, concurrently, the sum of the Interest Distribution Amounts for such Classes remaining unpaid from
previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;



(2)        second, to the Class A and Class X Certificates, concurrently, the
sum of the Interest Distribution Amounts for such Classes for the current Distribution Date, pro rata according to their respective
Interest Distribution Amounts;



(3)        third, to the Variable Servicing Interest, the Interest
Distribution Amount for the Variable Servicing Interest remaining unpaid from previous Distribution Dates; and



(4)        fourth, to the Variable Servicing Interest, the Interest
Distribution Amount for the Variable Servicing Interest for the current Distribution Date;


(b)        With respect to the Class B Certificates, to each such Class of
Certificates, the amounts distributed to its Corresponding Class on such Distribution Date; and


(c)        To the extent of the REMIC II Available Distribution Amount for
such Distribution Date remaining after the distributions pursuant to clauses (a) and (b) of this definition of “REMIC II
Distribution Amount,” to the Class R-2 Residual Interest, the Residual Distribution Amount for the Class R-2 Residual
Interest for such Distribution Date.


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REMIC II Regular Interests:  The Classes of undivided
beneficial interests in REMIC II designated as “regular interests” in the table titled “REMIC II Interests”
in the Preliminary Statement hereto. The REMIC II Regular Interests, together with the Class
R-2 Residual Interest, shall be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the
REMIC II Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.


Residual Certificates:  The Class R Certificates.


Residual Distribution Amount:  For any Distribution Date,
with respect to the Class R-1 Residual Interest, any portion of the REMIC I Available Distribution Amount remaining after all
distributions of the REMIC I Available Distribution Amount pursuant to clauses (I) and (II), as applicable, of the definition of
“REMIC I Distribution Amount” (other than the distributions pursuant to the last subclause of clauses (I) and
(II)).


For any Distribution Date, with respect
to the Class R-2 Residual Interest, any portion of the REMIC II Available Distribution Amount remaining after all distributions of
the REMIC II Available Distribution Amount pursuant to clauses (a) and (b) of the definition of “REMIC II Distribution
Amount.”


Upon termination of the obligations
created by this Agreement and liquidation of REMIC I and REMIC II, the amounts which remain on deposit in the Certificate Account
after payment to the Holders of the REMIC I Regular Interests of the amounts set forth in Section 9.01 of this Agreement, and
subject to the conditions set forth therein, shall be distributed to the Class R-1 and Class R-2 Residual Interests in accordance
with the preceding sentences of this definition as if the date of such distribution were a Distribution Date.


Responsible Officer:  When used with respect to the Trustee
or the Delaware Trustee, any officer assigned to and working in the Corporate Trust Office (in the case of the Trustee) or its
corporate trust office (in the case of the Delaware Trustee) or, in each case, in a similar group and also, with respect to a
particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity
with the particular subject.


S&P:  Standard & Poor’s Ratings Services, a
division of The McGraw-Hill Companies, Inc., provided that at any time it be a Rating Agency.


Secretary of State:  The Secretary of State of the State of
Delaware.


Securities Act:  The Securities Act of 1933, as amended.


Security Agreement:  With respect to a Cooperative Loan, the
agreement or mortgage creating a security interest in favor of the originator of the Cooperative Loan in the related Cooperative
Stock.


Selling and Servicing Contract:  (a) The contract (including
the Washington Mutual Mortgage Securities Corp. Selling Guide and Washington Mutual Mortgage Securities Corp. Servicing Guide to
the extent incorporated by reference therein) between the Company and a Person relating to the sale of the Mortgage Loans to the
Company and the servicing of such Mortgage Loans for the benefit of the Certificateholders, which contract is substantially in the
form of Exhibit E hereto, as such contract may be amended or modified from time to time; provided, however, that any such amendment
or modification shall not materially adversely affect the interests and rights of Certificateholders or (b) any other similar
contract, including any mortgage loan purchase and servicing agreement or any assignment, assumption and recognition agreement
related to a mortgage loan purchase and sale agreement, providing substantially similar rights and benefits as those provided by
the forms of contract attached as Exhibit E hereto.


40




Senior Certificates:  The Class A, Class X and Class R
Certificates.


Senior Liquidation Amount:  For any Distribution Date, the
sum of (A) the aggregate, for each Mortgage Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of:
(i) the Senior Percentage of the Principal Balance of such Mortgage Loan and (ii) the Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage Loan and (B) the Senior Prepayment Percentage of any Subsequent Recoveries for
such Distribution Date.


Senior Percentage:  For any Distribution Date, the aggregate Class Principal Balance of the Class A and Residual Certificates divided by the aggregate Class Principal Balance of the Class A, Class B and Residual
Certificates, in each case immediately before such Distribution Date.


Senior Prepayment Percentage:  Subject to the immediately
succeeding paragraph, (A) for any Distribution Date prior to the seventh anniversary of the first Distribution Date, the Senior
Prepayment Percentage shall equal 100% and (B) for any Distribution Date on or after the seventh anniversary of the first
Distribution Date, the Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date on or after
the seventh anniversary but before the eighth anniversary of the first Distribution Date, the Senior Percentage for such
Distribution Date plus 70% of the Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date on or after
the eighth anniversary but before the ninth anniversary of the first Distribution Date, the Senior Percentage for such Distribution
Date plus 60% of the Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date on or after the ninth
anniversary but before the tenth anniversary of the first Distribution Date, the Senior Percentage for such Distribution Date plus
40% of the Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date on or after the tenth anniversary
but before the eleventh anniversary of the first Distribution Date, the Senior Percentage for such Distribution Date plus 20% of
the Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the Senior Percentage for
such Distribution Date;provided, however, that (x) for any Distribution Date on or
prior to the Distribution Date in July 2007, if (i) the Subordinate Percentage for such Distribution Date is greater than or equal
to twice the Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Mortgage Loans allocated to
the Class B Certificates, as a percentage of the aggregate Class Principal Balance of the Class B Certificates as of the Closing
Date, do not exceed 20%, then the Senior Prepayment Percentage shall equal the Senior Percentage for such Distribution Date plus
50% of the Subordinate Percentage for such Distribution Date and (y) for any Distribution Date after the Distribution Date in July
2007, if (i) the Subordinate Percentage for such Distribution Date is greater than or equal to twice the Subordinate Percentage as
of the Closing Date and (ii) cumulative Realized Losses on the Mortgage Loans allocated to the Class B Certificates, as a
percentage of the aggregate Class Principal Balance of the Class B Certificates as of the Closing Date, do not exceed 30%, then the
Senior Prepayment Percentage shall equal the Senior Percentage for such Distribution Date.


41




Notwithstanding the immediately
preceding paragraph, (A) for any Distribution Date, if the Senior Percentage for such Distribution Date is greater than the Senior
Percentage as of the Closing Date, then the Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or
before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met,
then the Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first
Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Senior Percentage for
such Distribution Date is greater than the Senior Percentage as of the Closing Date or (y) there is no Earlier Distribution Date
(as defined below), in each of which case the Senior Prepayment Percentage shall equal 100%), then the Senior Prepayment Percentage
shall be calculated as follows:  (1) if the most recent preceding Distribution Date on which none of the tests specified in
clauses (a) and (b) below was met (such date referred to as the “Earlier Distribution Date”) is on or after the
seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Senior Prepayment Percentage shall
equal the Senior Percentage for the current Distribution Date plus 70% of the Subordinate Percentage for the current Distribution
Date, (2) if the Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first
Distribution Date, then the Senior Prepayment Percentage shall equal the Senior Percentage for the current Distribution Date plus
60% of the Subordinate Percentage for the current Distribution Date, (3) if the Earlier Distribution Date is on or after the ninth
anniversary but before the tenth anniversary of the first Distribution Date, then the Senior Prepayment Percentage shall equal the
Senior Percentage for the current Distribution Date plus 40% of the Subordinate Percentage for the current Distribution Date, (4)
if the Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution
Date, then the Senior Prepayment Percentage shall equal the Senior Percentage for the current Distribution Date plus 20% of the
Subordinate Percentage for the current Distribution Date, and (5) if the Earlier Distribution Date is on or after the eleventh
anniversary of the first Distribution Date, then the Senior Prepayment Percentage shall equal the Senior Percentage for the current
Distribution Date:



(a)        the mean aggregate Principal Balance, as of the Distribution Date
in each of the immediately preceding six calendar months, of the Mortgage Loans which were 60 or more days delinquent as of such
date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is greater than 50% of the
aggregate Class Principal Balance of the Class B Certificates as of the current Distribution Date, or



(b)        cumulative Realized Losses on the Mortgage Loans allocated to the
Class B Certificates, as a percentage of the aggregate Class Principal Balance of the
Class B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the
first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution
Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or
after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the
eleventh anniversary of the first Distribution Date, 50%.


42




If on any Distribution Date the
allocation to the Class A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class
Principal Balance of such Certificates below zero, the Senior Prepayment Percentage for such Distribution Date shall be limited to
the percentage necessary to reduce such aggregate Class Principal Balance to zero.


Senior Principal Distribution Amount:  For any Distribution
Date, an amount equal to the sum of (a) the Senior Percentage of the Principal Payment Amount, (b) the Senior Prepayment Percentage
of the Principal Prepayment Amount and (c) the Senior Liquidation Amount.


Senior Subordinate Certificates:  The Subordinate
Certificates other than the Junior Subordinate Certificates.


Servicer:  A mortgage loan servicing institution to which
the Master Servicer has assigned servicing duties with respect to any Mortgage Loan under a Selling and Servicing Contract;
provided, however, the Master Servicer may designate itself or one or more other
mortgage loan servicing institutions as Servicer upon termination of an initial Servicer’s servicing duties.


Servicing Fee:  The monthly fee paid to the Servicer to
perform primary servicing functions for the Master Servicer with respect to the Mortgage Loans, consisting of (A) for each Mortgage
Loan, a fixed fee (the fixed portion of the Servicing Fee) equal to 1/12 of the product of (i) the Fixed Servicing Fee Rate for
such Mortgage Loan and (ii) the outstanding Principal Balance of such Mortgage Loan and (B) a variable fee (the variable portion of
the Servicing Fee) equal to the distributions on the Variable Servicing Interest.  In addition, any prepayment penalty
received on a Mortgage Loan will be paid as additional servicing compensation to the Master Servicer or the related Servicer.


Servicing Officer:  Any officer of the Master Servicer (or
of the Servicer, but only with respect to the Custodial Agreement) involved in, or responsible for, the administration and
servicing of the Mortgage Loans or the Certificates, as applicable, whose name and specimen signature appear on a list of servicing
officers furnished to the Trustee by the Master Servicer, as such list may from time to time be amended.


Special Hazard Coverage:  The Special Hazard Coverage
on the most recent anniversary of the Cut-Off Date (calculated in accordance with the second sentence of this paragraph) or, if
prior to the first such anniversary, $12,516,400, in each case reduced by Special Hazard Losses allocated to the Certificates since
the most recent anniversary of the Cut-Off Date (or, if prior to the first such anniversary, since the Cut-Off Date).  On each
anniversary of the Cut-Off Date, the Special Hazard Coverage shall be reduced, but not increased, to an amount equal to the lesser
of (1) the greatest of (a) the aggregate principal balance of the Mortgage Loans located in the single California zip code area
containing the largest aggregate principal balance of Mortgage Loans, (b) 1.0% of the aggregate unpaid principal balance of the
Mortgage Loans and (c) twice the unpaid principal balance of the largest single Mortgage Loan, in each case calculated as of the
Due Date in the immediately preceding month, and (2) $12,516,400, as reduced by the Special Hazard Losses allocated to the
Certificates since the Cut-Off Date.


43




The Special Hazard Coverage may be
reduced upon written confirmation from the Rating Agencies that such reduction will not adversely affect the then current ratings
assigned to the Certificates by the Rating Agencies.


Special Hazard Loss:  A Realized Loss (or portion thereof)
with respect to a Mortgage Loan arising from any direct physical loss or damage to a Mortgaged Property not covered by a standard
hazard maintenance policy with extended coverage which is caused by or results from any cause except: (i) fire, lightning,
windstorm, hail, explosion, riot, riot attending a strike, civil commotion, vandalism, aircraft, vehicles, smoke, sprinkler
leakage, except to the extent of that portion of the loss which was uninsured because of the application of a co-insurance clause
of any insurance policy covering these perils; (ii) normal wear and tear, gradual deterioration, inherent vice or inadequate
maintenance of all or part thereof; (iii) errors in design, faulty workmanship or materials, unless the collapse of the property or
a part thereof ensues and then only for the ensuing loss; (iv) nuclear reaction or nuclear radiation or radioactive contamination,
all whether controlled or uncontrolled and whether such loss be direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by this definition of Special Hazard Loss; (v) hostile or warlike action
in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (a)
by any government of sovereign power (de jure or de facto), or by an authority maintaining or using military, naval or air forces,
(b) by military, naval or air forces, or (c) by an agent of any such government, power, authority or forces; (vi) any weapon of war
employing atomic fission or radioactive force whether in time of peace or war; (vii) insurrection, rebellion, revolution, civil
war, usurped power or action taken by governmental authority in hindering, combating or defending against such occurrence; or
(viii) seizure or destruction under quarantine or customs regulations, or confiscation by order of any government or public
authority.


Special Primary Insurance Policy:  Any Primary Insurance
Policy covering a Mortgage Loan the premium of which is payable by the Trustee pursuant to Section 4.04(a), if so identified in the
Mortgage Loan Schedule. There are no Special Primary Insurance Policies with respect to any of the Mortgage Loans.


Special Primary Insurance Premium:  With respect to any
Special Primary Insurance Policy, the monthly premium payable thereunder.


Statutory Trust Statute:  Chapter 38 of Title 12 of the
Delaware Code, 12 Del.C. §3801 et seq., as the same may be amended from time to time.


Subordinate Certificates:  The Class B Certificates.


Subordinate Liquidation Amount:  For any Distribution Date,
the excess, if any, of the sum of (A) the aggregate of Liquidation Principal for all Mortgage Loans which became Liquidated
Mortgage Loans during the Prior Period and (B) any Subsequent Recoveries for such Distribution Date, over the Senior Liquidation
Amount for such Distribution Date.


44




Subordinate Percentage:  For any Distribution Date, the
excess of 100% over the Senior Percentage for such date.


Subordinate Prepayment Percentage:  For any Distribution
Date, the excess of 100% over the Senior Prepayment Percentage for such Distribution Date; provided, however, that if the aggregate Class Principal Balance of the Class A and Residual
Certificates has been reduced to zero, then the Subordinate Prepayment Percentage shall equal 100%.


Subordinate Principal Distribution Amount:  For any
Distribution Date, the sum of (i) the Subordinate Percentage of the Principal Payment Amount, (ii) the Subordinate Principal
Prepayments Distribution Amount and (iii) the Subordinate Liquidation Amount.


For any Distribution Date, the
Subordinate Principal Distribution Amount shall be allocated pro rata, by Class Principal Balance, among the Classes of Class B-L
Regular Interests and paid in the order of distribution to such Classes pursuant to paragraph (I) of the definition of “REMIC
I Distribution Amount” except as otherwise stated in such definition. Notwithstanding the foregoing, for any Distribution
Date prior to distributions on such date, if the Subordination Level for any Class or Classes of Class B-L Regular Interests is
less than such Subordination Level as of the Closing Date, then the pro rata portion of the Subordinate Principal Prepayments
Distribution Amount, if any, otherwise allocable to such Class or Classes of Class B-L Regular Interests shall be allocated to the
more senior Classes of Class B-L Regular Interests, pro rata according to the Class Principal Balances of such Classes.  For
purposes of this definition and the definition of “Subordination Level,” the relative seniority, from highest to
lowest, of the Class B-L Regular Interests shall be as follows: Class B-1-L, Class B-2-L, Class B-3-L, Class B-4-L, Class B-5-L and
Class B-6-L.


Subordinate Principal Prepayments Distribution Amount:  For
any Distribution Date, the Subordinate Prepayment Percentage of the Principal Prepayment Amount.


Subordination Level:  On any specified date, with respect to
any Class of Class B-L Regular Interests, the percentage obtained by dividing the aggregate Class Principal Balance of such Class
and the Classes of Class B-L Regular Interests which are subordinate in right of payment to such Class by the aggregate Class
Principal Balance of the REMIC I Regular Interests and the Class R-1 Residual Interest as of such date prior to giving effect to
distributions of principal and interest and allocations of Realized Losses on the Mortgage Loans on such date.


Subsequent Recoveries: For any Distribution Date, amounts received by the Master Servicer during the Prior Period
(after deduction of amounts reimbursable under Section 3.05(a)(i) and (ii)) in connection with the liquidation of defaulted
Mortgage Loans after such Mortgage Loans became Liquidated Mortgage Loans, for each such Mortgage Loan up to the amount of Realized
Losses, if any, previously allocated in respect of such Mortgage Loan in reduction of the Class Principal Balance of any Class of
Certificates.


Substitute Mortgage Loan:  A Mortgage Loan which is
substituted for another Mortgage Loan pursuant to and in accordance with the provisions of Section 2.07.


Swap Agreement: The Swap Agreement, dated as of July 23, 2004,
among Wells Fargo, Bear, Stearns & Co. Inc. and the Auction Administrator.


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Tax Matters Person:  With respect to each of REMIC I and
REMIC II, a Holder of a Class R Certificate with a Percentage Interest of at least 0.01% or any Permitted Transferee of such Class
R Certificateholder designated as succeeding to the position of Tax Matters Person in a notice to the Trustee signed by authorized
representatives of the transferor and transferee of such Class R Certificate. The Company is hereby appointed to act as the Tax
Matters Person for REMIC I and REMIC II so long as it holds a Class R Certificate with a Percentage Interest of at least 0.01%. The
Company is hereby appointed to act as agent for the Tax Matters Person for REMIC I and REMIC II, to perform the functions of such
Tax Matters Person as provided herein, so long as the Company is the Master Servicer hereunder, in the event that the Company
ceases to hold a Class R Certificate with the required Percentage Interest. In the event that the Company ceases to be the Master
Servicer hereunder, the successor Master Servicer is hereby appointed to act as agent for the Tax Matters Person for REMIC I and
REMIC II, to perform the functions of such Tax Matters Person as provided herein. If the Tax Matters Person for REMIC I and REMIC
II becomes a Disqualified Organization, the last preceding Holder, that is not a Disqualified Organization, of the Class R
Certificate held by the Disqualified Organization shall be Tax Matters Person pursuant to and as permitted by Section 5.01(c). If
any Person is appointed as tax matters person by the Internal Revenue Service pursuant to the Code, such Person shall be Tax
Matters Person.


Termination Date:  The date upon which final payment of the
Certificates will be made pursuant to the procedures set forth in Section 9.01(b).


Termination Payment:  The final payment delivered to the
Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).


Transfer:  Any direct or indirect transfer or sale of any
Ownership Interest in a Residual Certificate.


Transferee:  Any Person who is acquiring by Transfer any
Ownership Interest in a Residual Certificate.


Transferee Affidavit and Agreement:  An affidavit and
agreement in the form attached hereto as Exhibit J.


Trust:  WaMu Mortgage Pass-Through Certificates Series
2004-AR9 Trust, a Delaware statutory trust, created pursuant to this Agreement.


Trustee:  Citibank, N.A., or its successor-in-interest as
provided in Section 8.09, or any successor trustee appointed as herein provided.


Uncollected Interest:  With respect to any Distribution Date
for any Mortgage Loan on which a Payoff was made by a Mortgagor during the related Payoff Period, except for Payoffs received
during the period from the first through the 14th day of the month of such Distribution Date, an amount equal to one month’s
interest at the applicable Pass-Through Rate on such Mortgage Loan less the amount of interest actually paid by the Mortgagor with
respect to such Payoff.


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Uncompensated Interest Shortfall:  For any Distribution
Date, the sum of (i) the aggregate Relief Act Shortfall for such Distribution Date, (ii) aggregate Curtailment Shortfall for such
Distribution Date and (iii) the excess, if any, of (a) aggregate Uncollected Interest for such Distribution Date over (b)
Compensating Interest for such Distribution Date.


Uncompensated Interest Shortfall shall
be allocated to the REMIC I Regular Interests pro rata according to the amount of interest accrued on each such Class during the
immediately preceding accrual period, in reduction thereof.


Uncompensated Interest Shortfall shall
be allocated to each Class of Certificates (other than the Class R Certificates) and the Variable Servicing Interest pro rata
according to (a) in the case of the Certificates, the amount of interest accrued on
each such Class during the immediately preceding accrual period and (b) in the case of the Variable Servicing
Interest, its Interest Distribution Amount (calculated pursuant to the definition of “Interest Distribution Amount”
without regard to the reduction thereof for Uncompensated Interest Shortfall), in reduction thereof.


Underwriters:  Bear, Stearns & Co. Inc., WaMu Capital
Corp., Lehman Brothers Inc. and JP Morgan.


Underwriting Standards:  The underwriting standards of the
Company, Washington Mutual Bank, FA, or Washington Mutual Bank, a Washington state chartered savings bank, as applicable.


Uninsured Cause:  Any cause of damage to a Mortgaged
Property, the cost of the complete restoration of which is not fully reimbursable under the hazard insurance policies required to
be maintained pursuant to Section 3.07.


U.S. Person:  A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the
District of Columbia, or an estate or trust that is subject to U.S. federal income tax regardless of the source of its income.


VA:  The Department of Veterans Affairs, formerly known as
the Veterans Administration, or any successor thereto.


Variable Servicing Interest:  The uncertificated undivided
beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth
herein.


Weighted Average Pass-Through Rate:  For any Distribution
Date, the weighted average of the Pass-Through Rates on the Mortgage Loans as of the second preceding Due Date (after giving effect
to the payments due on the Mortgage Loans on that Due Date).


Wells Fargo:  Wells Fargo Bank, National Association.


Withdrawal Date:  Any day during the period commencing on
the 18th day of the month of the related Distribution Date (or if such day is not a Business Day, the immediately preceding
Business Day) and ending on the last Business Day prior to the 21st day of the month of such Distribution Date.The “related Due Date” for any Withdrawal Date is the Due Date
immediately preceding the related Distribution Date. 


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ARTICLE II



Creation of the Trust; Conveyance of the Mortgage Pool Assets and REMIC I Regular Interests; REMIC Election and Designations;
Original Issuance of Certificates



Section 2.01.        Creation of the Trust.  The Trust is hereby created and shall be known as “WaMu
Mortgage Pass-Through Certificates Series 2004-AR9 Trust”. The purpose of the Trust is, and the Trust shall have the power
and authority, to engage in the following activities, all as provided by and subject to the terms of this Agreement:



(i)         to acquire, hold, lease, manage, administer, control,
invest, reinvest, operate and/or transfer the Mortgage Pool Assets and the REMIC II Assets;



(ii)        to issue the REMIC I Regular Interests, the Class R-1 and Class
R-2 Residual Interests, the Variable Servicing Interest and the Certificates;



(iii)       to make distributions to the REMIC I Regular Interests, the Variable
Servicing Interest and the Certificates; and



(iv)       to engage in such other activities, including entering into agreements,
as are described in or required by the terms of this Agreement or as are necessary, suitable or convenient to accomplish the
foregoing or incidental thereto.



Citibank, N.A. is hereby appointed as a trustee of the Trust, to have all the rights, duties and obligations of
the Trustee with respect to the Trust expressly set forth hereunder, and Citibank, N.A. hereby accepts such appointment and the
Trust created hereby.  Christiana Bank & Trust Company, is hereby appointed as a Delaware trustee of the Trust, to have
all the rights, duties and obligations of the Delaware Trustee with respect to the Trust hereunder, and Christiana Bank & Trust
Company, hereby accepts such appointment and the Trust created hereby.  It is the intention of the Company, the Trustee and
the Delaware Trustee that the Trust constitute a statutory trust under the Statutory Trust Statute, that this Agreement constitute
the governing instrument of the Trust, and that this Agreement amend and restate the Original Trust Agreement.  The parties
hereto acknowledge and agree that, prior to the execution and delivery hereof, the Delaware Trustee has filed the Certificate of
Trust. 


The assets of the Trust shall remain in
the custody of the Trustee, on behalf of the Trust, and shall be owned by the Trust except as otherwise expressly set forth
herein.  Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein.  All assets
received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of
either of Citibank, N.A. or Christiana Bank & Trust Company in its own right, or any Person claiming through it.  Neither
the Trustee nor the Delaware Trustee, on behalf of the Trust, shall have the power or authority to transfer, assign, hypothecate,
pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein.  No creditor of a
beneficiary of the Trust, of the Trustee, of the Delaware Trustee, of the Master Servicer or of the Company shall have any right to
obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in
accordance with the terms of this Agreement.


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Section 2.02.        Restrictions on Activities of the Trust. Notwithstanding any other provision of this
Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust
shall not, and none of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this
Agreement permitted by Section 10.01) knowingly cause the Trust to, do any of the following:



(i)         engage in any business or activity other than those set
forth in Section 2.01;



(ii)        incur or assume any indebtedness except for such indebtedness
that may be incurred by the Trust in connection with the execution or performance of this Agreement or any other agreement
contemplated hereby;



(iii)       guarantee or otherwise assume liability for the debts of any other
party;



(iv)       do any act in contravention of this Agreement or any other agreement
contemplated hereby to which the Trust is a party;



(v)        do any act which would make it impossible to carry on the ordinary
business of the Trust;



(vi)       confess a judgment against the Trust;



(vii)      possess or assign the assets of the Trust for other than a Trust
purpose;



(viii)      cause the Trust to lend any funds to any entity, except as contemplated by
this Agreement; or



(ix)       change the purposes and powers of the Trust from those set forth in
this Agreement.



Section 2.03.        Separateness Requirements. Notwithstanding any other provision of this Agreement and any
provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the
following:



(i)         except as expressly permitted by this Agreement, maintain
its books, records, bank accounts and files separate from those of any other Person;



(ii)        except as expressly permitted by this Agreement, maintain its
assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such
assets;



(iii)       consider the interests of the Trust's creditors in connection with its
actions;



(iv)       hold itself out to creditors and the public as a legal entity separate
and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging
in any activity that compromises the separate legal identity of the Trust;


49





(v)        prepare and maintain separate records, accounts and financial
statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit.  To
the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax
returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to
satisfy the debts of any other Person;



(vi)       allocate and charge fairly and reasonably any overhead shared with any
other Person;



(vii)      transact all business with affiliates on an arm’s-length basis and
pursuant to written, enforceable agreements;



(viii)      conduct business solely in the name of the Trust.  In that regard all
written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts,
shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);



(ix)       maintain a separate office through which its business shall be
conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any
affiliates of the Company;



(x)        in the event that services have been or are in the future
performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the
Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such
services or expenses provided or incurred by such Person.  Accordingly, (i) the Trust shall reimburse such Person, as
applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the
extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be
allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any
other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be,
to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably
related to actual use or the value of services rendered;



(xi)       except as expressly permitted by this Agreement, not commingle its
assets or funds with those of any other Person;



(xii)      except as expressly permitted by this Agreement, not assume, guarantee, or
pay the debts or obligations of any other Person;



(xiii)      except as expressly permitted by this Agreement, not pledge its assets for
the benefit of any other Person;


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(xiv)     not hold out its credit or assets as being available to satisfy the obligations of
others;



(xv)      pay its liabilities only out of its funds;



(xvi)     pay the salaries of its own employees, if any; and



(xvii)     cause the agents and other representatives of the Trust, if any, to act at all
times with respect to the Trust consistently and in furtherance of the foregoing.


None of the Trustee, the Delaware
Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any
action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.  Neither the Company nor the
Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee
to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.



Section 2.04.        Conveyance of Mortgage Pool Assets; Security Interest.


Concurrently with the execution and
delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without
recourse, all the Company’s right, title and interest in and to the Mortgage Pool Assets (such transfer and assignment by the
Company to be referred to herein as the “Conveyance”).


It is the express intent of the parties
hereto that the Conveyance of the Mortgage Pool Assets to the Trust by the Company as provided in this Section 2.04 be, and be
construed as, an absolute sale of the Mortgage Pool Assets. It is, further, not the intention of the parties that such Conveyance
be deemed the grant of a security interest in the Mortgage Pool Assets by the Company to the Trust to secure a debt or other
obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Mortgage Pool Assets are held
to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the
Mortgage Pool Assets, then


(a)        this Agreement shall constitute a security
agreement;


(b)        the conveyance provided for in this Section 2.04 shall be deemed
to be a grant by the Company to the Trust of, and the Company hereby grants to the Trust, to secure all of the Company’s
obligations hereunder, a security interest in all of the Company’s right, title, and interest, whether now owned or hereafter
acquired, in and to:



(I)        The Mortgage Pool Assets;



(II)       All accounts, chattel paper, deposit accounts, documents, general
intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other
minerals, consisting of, arising from, or relating to, any of the foregoing; and



(III)      All proceeds of the foregoing;


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The Company shall file such financing
statements, and the Company and the Trustee acting on behalf of the Trust at the direction of the Company shall, to the extent
consistent with this Agreement, take such other actions as may be necessary to ensure that, if this Agreement were found to create
a security interest in the Mortgage Pool Assets, such security interest would be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of the Agreement. In connection herewith, the Trust shall
have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.


In the event that a pleading is filed
in a court of competent jurisdiction asserting that this Agreement creates a security interest in the Mortgage Pool Assets, the
Trustee on behalf of the Trust shall take actual possession of the Mortgage Pool Assets or, at the Company's option, the Trustee on
behalf of the Trust shall be provided an Opinion of Counsel addressed to the Trust and the Trustee reasonably satisfactory to the
Trustee to the effect that such security interest is a perfected security interest of first priority while the Mortgage Pool Assets
are in the possession of the Company or its affiliates.



Section 2.05.        Delivery of Mortgage Files.


In connection with the sale, transfer
and assignment referred to in Section 2.04, the Company, concurrently with the execution and delivery hereof, does deliver to, and
deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times
be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the
Trust.


Concurrently with the execution and
delivery hereof, the Company shall cause to be filed the UCC assignment or amendment referred to in clause (Y)(vii) of the
definition of “Mortgage File.”  In connection with its servicing of Cooperative Loans, the Master Servicer will
use its best efforts to file timely continuation statements, if necessary, with regard to each financing statement and assignment
relating to Cooperative Loans.


In instances where the original
recorded Mortgage or any intervening assignment thereof (recorded or in recordable form) required to be included in the Mortgage
File pursuant to the definition of “Mortgage File” relating to a Mortgage Loan is not included in the Mortgage File
delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a delay on the
part of the recording office), the Company shall deliver to the Trustee (or the Custodian) a fully legible reproduction (which may
be in electronic form) of the original Mortgage or intervening assignment provided that the originator, the related Lender or the
escrow or title company which provided closing services in connection with such Mortgage Loan certifies on the face of such
reproduction(s) or copy as follows: “Certified true and correct copy of original which has been transmitted for
recordation.” For purposes hereof, transmitted for recordation means having been mailed or otherwise delivered for
recordation to the appropriate authority. In all such instances, the Company shall transmit the original recorded Mortgage and any
intervening assignments with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified
by the applicable recording office) (which may be in electronic form) (collectively, “Recording Documents”) to
the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a delay on the
part of the recording office where any such Recording Documents have been delivered for recordation, the Recording Documents cannot
be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within
such time period a certificate (a “Company Officer’s Certificate”) signed by the Chairman of the Board,
President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording
Documents from the applicable recording office. In the event that Recording Documents have still not been received by the Company
and delivered to the Trustee (or the Custodian) by the date specified in its previous Company Officer’s Certificate delivered
to the Trustee, the Company shall deliver to the Trustee by such date an additional Company Officer’s Certificate stating a
revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the
Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian).


52




For Mortgage Loans for which the
Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, the Company, in lieu
of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth
in Section 3.10.


The Trustee is authorized, with the
Master Servicer’s consent, to appoint any bank or trust company approved by each of the Company and the Master Servicer as
Custodian of the documents or instruments referred to in this Section 2.05 or in Section 2.10, and to enter into a Custodial
Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for the acts of any such Custodian only
to the extent that it is responsible for its own acts hereunder.  Any documents delivered by the Company or the Master
Servicer to the Custodian shall be deemed to have been delivered to the Trustee for all purposes hereunder; and any documents held
by the Custodian shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement
between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian that all Mortgage
Pool Assets, Mortgage Files, and other documents and property held by it at any time are held by it for the benefit of the
Trust.  Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the Trustee with
respect to the delivery, receipt, examination and custody of the Mortgage Files on the Trustee’s behalf, as provided
therein.


On or promptly after the Closing Date,
the Master Servicer shall cause the MERS® System to indicate that each MERS Loan, if any, has been assigned to “Citibank,
N.A., as Trustee, without recourse” or “WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust, without
recourse” by including in the MERS® System computer files (a) the code necessary to identify the Trustee and (b) the code
necessary to identify the series of the Certificates issued in connection with such Mortgage Loans; provided, however, that in the event the Company acquired such Mortgage Loans from an affiliate of
the Company, then the Master Servicer need not cause the MERS® System to indicate such assignment.  The Master Servicer
shall not alter the codes referenced in this paragraph with respect to any MERS Loan during the term of this Agreement except in
connection with an assignment of such MERS Loan or de-registration thereof from the MERS® System in accordance with the terms
of this Agreement.


53





Section 2.06.        REMIC Election for REMIC I.


The Tax Matters Person, shall, on
behalf of REMIC I, elect to treat REMIC I as a REMIC within the meaning of Section 860D of the Code and, if necessary, under
applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of
REMIC I for its first taxable year.


The Closing Date is hereby designated
as the “startup day” of REMIC I within the meaning of Section 860G(a)(9) of the Code.


The regular interests (as set forth in
the table contained in the Preliminary Statement hereto) relating to REMIC I are hereby designated as “regular
interests” in REMIC I for purposes of Section 860G(a)(1) of the Code. The Class R-1 Residual Interest is hereby designated as
the sole class of “residual interest” in REMIC I for purposes of Section 860G(a)(2) of the Code. The REMIC I Regular Interests and the Class R-1 Residual Interest shall together be deemed to be a separate
series of beneficial interests in the assets of the Trust consisting of the REMIC I Assets pursuant to Section 3806(b)(2) of the
Statutory Trust Statute.


The parties intend that the affairs of
REMIC I shall constitute, and that the affairs of  REMIC I shall be conducted so as to qualify REMIC I as a REMIC. In
furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC I: (a) prepare and file, or cause to be prepared
and filed, a federal tax return using a calendar year as the taxable year and using an accrual method of accounting for REMIC I
when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the
trust, for REMIC I to be treated as a REMIC on the federal tax return of  REMIC I for its first taxable year, in accordance
with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Holders of the REMIC I Regular
Interests and the Class R-1 Residual Interest and the Trustee, all information reports as and when required to be provided to them
in accordance with the REMIC Provisions, and make available the information necessary for the application of Section 860E(e) of the
Code; (d) conduct the affairs of REMIC I at all times that any REMIC I Regular Interests are outstanding so as to maintain the
status of REMIC I as a REMIC under the REMIC Provisions; (e) not knowingly or intentionally take any action or omit to take any
action that would cause the termination of the REMIC status of REMIC I; and (f) pay the amount of any federal prohibited
transaction penalty taxes imposed on REMIC I when and as the same shall be due and payable (but such obligation shall not prevent
the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the
Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the
Company shall be entitled to be indemnified by REMIC I for any such prohibited transaction penalty taxes if the Company’s
failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty
taxes.


The Trustee and the Master Servicer
shall promptly provide the Company with such information in the possession of the Trustee or the Master Servicer, respectively, as
the Company may from time to time request for the purpose of enabling the Company to prepare tax returns. If so requested by the
Tax Matters Person, the Trustee shall sign tax returns on behalf of the REMICs.


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In the event that a Mortgage Loan is
discovered to have a defect which, had such defect been discovered before the startup day, would have prevented such Mortgage Loan
from being a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, and the Company does not
repurchase such Mortgage Loan within 90 days of such date, the Master Servicer, on behalf of the Trustee, shall within 90 days of
the date such defect is discovered sell such Mortgage Loan at such price as the Master Servicer in its sole discretion, determines
to be the greatest price that will result in the purchase thereof within 90 days of such date, unless the Master Servicer delivers
to the Trustee an Opinion of Counsel to the effect that continuing to hold such Mortgage Loan will not adversely affect the status
of the electing portion of REMIC I as a REMIC for federal income tax purposes.


In the event that any tax is imposed on
“prohibited transactions” of REMIC I as defined in Section 860F of the Code and not paid by the Company pursuant to
clause (f) of the third preceding paragraph, such tax shall be charged against amounts otherwise distributable to the Class R-1
Residual Interest. Notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from
amounts otherwise distributable to the Class R-1 Residual Interest on any Distribution Date sufficient funds to reimburse the Tax
Matters Person (or any agent therefor appointed in accordance with the definition of “Tax Matters Person” herein, if
applicable), for the payment of such tax (upon the written request of the Tax Matters Person or its agent, to the extent
reimbursable, and to the extent that the Tax Matters Person or its agent has not been previously reimbursed
therefor).



Section 2.07.        Acceptance by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage
Loan subject to a Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified
copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be
made within 45 days pursuant to this Section 2.07.  The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files,
and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of
the REMIC I Regular Interests and the Class R-1 Residual Interest.  The Trustee agrees, for the benefit of the Trust, to
review (or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the
Company a certification (or cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable
requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents
required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage
File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have
been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In
performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the
purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any
documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as
to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any
document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. The Company hereby
covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the
Trustee’s notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the
two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the
meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related
Mortgage Loan from the Trust at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a
different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage”
(as defined in the Code) and, (iii) after such three-month or two-year period, as  


55




applicable, the Company shall repurchase the
Mortgage Loan from the Trust at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of
the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage”
(as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase
Price,” the repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or
(ii) in the case of substitution, two years from the Closing Date.


Such Substitute Mortgage Loan shall be
an adjustable rate mortgage loan with a first  Adjustment Date occurring on approximately the same date as, but not earlier
than, the first Adjustment Date for the Mortgage Loan being substituted for and adjustments annually thereafter, based on the
Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or
less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than, and a
Margin, Rate Ceiling and Rate Floor equal to or greater than, and a Periodic Cap no more than 0.5 percentage point greater or
smaller than, the Mortgage Loan being substituted for. In addition, if the Mortgage Loan being substituted for does not provide for
any payments of principal prior to its first Adjustment Date, such substitute Mortgage Loan also shall not provide for such
payments of principal. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan
is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash, together with unpaid
accrued interest, if any, on the difference between the aggregate of the principal balances of the Substitute Mortgage Loans and
the Principal Balance of such Mortgage Loan during the calendar month in which the substitution occurs to the last day of such
month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such
payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant
to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the
representations and warranties of the Company set forth in Section 2.08 hereof would not have been incorrect had such Substitute
Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as
to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such
defective Mortgage Loan is itself a Substitute Mortgage Loan.  Notwithstanding anything herein to the contrary, each
Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was
substituted.


The Purchase Price for each purchased
or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian
to) release to the Company the related  


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Mortgage File and shall execute and deliver (or, in the event that the Mortgage Files are
held in the name of the Custodian, shall cause the Custodian to execute and deliver) on behalf of the Trust such instruments of
transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee
title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a
result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the
Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage
in recordable form from MERS to the Company or its assignee and shall cause the Mortgage Loan to be removed from registration on
the MERS® System in accordance with MERS’ rules and procedures. The obligation of the Company to repurchase or substitute
any Mortgage Loan as to which such a defect in a constituent document exists shall constitute the sole remedy respecting such
defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.



Section 2.08.        Representations and Warranties of the Company Concerning the Mortgage Loans. With respect
to the conveyance of the Mortgage Loans provided for in Section 2.04 herein, the Company hereby represents and warrants to the
Trust that as of the Cut-Off Date unless otherwise indicated: 


(i)                 
The information set forth in the Mortgage Loan Schedule was true and correct in all material respects at the date or dates
respecting which such information is furnished;


(ii)        As of the Closing Date, each Mortgage relating to a Mortgage Loan
that is not a Cooperative Loan is a valid and enforceable (subject to Section 2.08(xvi)) first lien on an unencumbered estate in
fee simple or (if the related Mortgage Loan is secured by the interest of the Mortgagor as a lessee under a ground lease) leasehold
estate in the related Mortgaged Property subject only to (a) liens for current real property taxes and special assessments; (b)
covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording
such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally or specifically
reflected in the appraisal obtained in connection with the origination of the Mortgage Loan; (c) exceptions set forth in the title
insurance policy relating to such Mortgage, such exceptions being acceptable to mortgage lending institutions generally; and (d)
other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage;


(iii)       Immediately upon the transfer and assignment contemplated herein, the
Trust shall have good title to, and will be the sole legal owner of, each Mortgage Loan, free and clear of any encumbrance or lien
(other than any lien under this Agreement);


(iv)       As of the day prior to the Cut-Off Date, all payments due on each
Mortgage Loan had been made and no Mortgage Loan had been delinquent (i.e., was more than 30 days past due) more than once in the
preceding 12 months and any such delinquency lasted for no more than 30 days;


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(v)        As of the Closing Date, there is no late assessment for delinquent
taxes outstanding against any Mortgaged Property;


(vi)       As of the Closing Date, there is no offset, defense or counterclaim to
any Mortgage Note, including the obligation of the Mortgagor to pay the unpaid principal or interest on such Mortgage Note except
to the extent that the Buydown Agreement for a Buydown Loan forgives certain indebtedness of a Mortgagor;


(vii)      As of the Closing Date, each Mortgaged Property is free of damage and in
good repair, ordinary wear and tear excepted;


(viii)      Each Mortgage Loan at the time it was made complied with all applicable
local, state and federal laws, including, without limitation, usury, equal credit opportunity, disclosure and recording laws, and
predatory and abusive lending laws applicable to the originating lender;


(ix)       Each Mortgage Loan was originated by a savings association, savings
bank, credit union, insurance company, or similar institution which is supervised and examined by a federal or state authority or
by a mortgagee approved by the FHA and will be serviced by an institution which meets the servicer eligibility requirements
established by the Company;


(x)        As of the Closing Date, each Mortgage Loan that is not a
Cooperative Loan is covered by an ALTA form or CLTA form of mortgagee title insurance policy or other form of policy of insurance
which has been issued by, and is the valid and binding obligation of, a title insurer which, as of the origination date of such
Mortgage Loan, was qualified to do business in the state in which the related Mortgaged Property is located. Such policy insures
the originator of the Mortgage Loan, its successors and assigns as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan subject to the exceptions set forth in such policy. Such policy is in full force and effect
and inures to the benefit of the Trust upon the consummation of the transactions contemplated by this Agreement and no claims have
been made under such policy, and no prior holder of the related Mortgage, including the Company, has done, by act or omission,
anything which would impair the coverage of such policy;


(xi)       Each Mortgage Loan with a Loan-to-Value Ratio as of the Cut-Off Date in
excess of 80% was covered by a Primary Insurance Policy or an FHA insurance policy or a VA guaranty, and such policy or guaranty is
valid and remains in full force and effect;


(xii)      As of the Closing Date, all policies of insurance required by this Agreement
or by a Selling and Servicing Contract  have been validly issued and remain in full force and effect, including such policies
covering the Company, the Master Servicer or any Servicer;


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(xiii)      As of the Closing Date, each insurer issuing a Primary Insurance Policy
holds a rating acceptable to the Rating Agencies;


(xiv)     Each Mortgage (exclusive of any riders thereto) was documented by appropriate
Fannie Mae/Freddie Mac mortgage instruments in effect at the time of origination, or other instruments approved by the
Company;


(xv)      As of the Closing Date, the Mortgaged Property securing each Mortgage
relating to a Mortgage Loan that is not a Cooperative Loan is improved with a one- to four-family dwelling unit, including units in
a duplex, triplex, fourplex, condominium project, townhouse, a planned unit development or a de minimis planned unit
development;


(xvi)     As of the Closing Date, each Mortgage and Mortgage Note is the legal, valid and
binding obligation of the maker thereof and is enforceable in accordance with its terms, except only as such enforcement may be
limited by laws affecting the enforcement of creditors’ rights generally and principles of equity;


(xvii)     As of the date of origination, as to Mortgaged Properties which are units in
condominiums or planned unit developments, all of such units met the applicable Underwriting Standards, are located in a
condominium or planned unit development projects which have received Fannie Mae or Freddie Mac approval, or are approvable by
Fannie Mae or Freddie Mac or have otherwise been approved by the Company;


(xviii)    None of the Mortgage Loans are Buydown Loans;


(xix)     Based solely on representations of the Mortgagors obtained at the origination of
the related Mortgage Loans, approximately 93.75% (by Principal Balance) of the Mortgage Loans will be secured by owner occupied
Mortgaged Properties which are the primary residences of the related Mortgagors, approximately 6.20% (by Principal Balance) of the
Mortgage Loans will be secured by owner occupied Mortgaged Properties which were second or vacation homes of the Mortgagors and
approximately 0.04% (by Principal Balance) of the Mortgage Loans will be secured by Mortgaged Properties which were non-owner
occupied properties;


(xx)      Prior to origination or refinancing, an appraisal of each Mortgaged Property
was made by an appraiser on a form satisfactory to Fannie Mae or Freddie Mac;


(xxi)     The Mortgage Loans have been underwritten substantially in accordance with the
applicable Underwriting Standards;


(xxii)     All of the Mortgage Loans have due-on-sale clauses; however, the due on sale
provisions may not be exercised at the time of a transfer if prohibited by law or the terms of the related Mortgage
Note;


(xxiii)    The Company used no adverse selection procedures in selecting the Mortgage Loans from
among the outstanding adjustable rate conventional mortgage loans purchased by it which were available for inclusion in the
Mortgage Pool and as to which the representations and warranties in this Section 2.08 could be made;


(xxiv)    With respect to each Cooperative Loan, the Cooperative Stock that is pledged as
security for the Cooperative Loan is held by a person as a tenant-stockholder (as defined in Section 216 of the Code) in a
cooperative housing corporation (as defined in Section 216 of the Code);


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(xxv)    Each Cooperative Loan is secured by a valid, subsisting and enforceable (except as such
enforcement may be limited by laws affecting the enforcement of creditors’ rights generally and principles of equity)
perfected first lien and security interest in the related Cooperative Stock securing the related Mortgage Note, subject only to (a)
liens of the Cooperative for unpaid assessments representing the Mortgagor’s pro rata share of the Cooperative’s
payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other
assessments to which like collateral is commonly subject, and (b) other matters to which like collateral is commonly subject which
do not materially interfere with the benefits of the security intended to be provided by the Security
Agreement;


(xxvi)    With respect to any Mortgage Loan as to which an affidavit has been delivered to the
Trustee certifying that the original Mortgage Note is a Destroyed Mortgage Note, if such Mortgage Loan is subsequently in default,
the enforcement of such Mortgage Loan or of the related Mortgage by or on behalf of the Trust will not be materially adversely
affected by the absence of the original Mortgage Note (or portion thereof, as applicable);


(xxvii)  
Based upon an appraisal of the Mortgaged Property securing each Mortgage Loan, approximately 99.48% (by Principal Balance) of the
Mortgage Loans had a current Loan-to-Value Ratio less than or equal to 80%, approximately 0.53% (by Principal Balance) of the
Mortgage Loans had a current Loan-to-Value Ratio greater than 80% but less than or equal to 95% and no Mortgage Loan had a current
Loan-to-Value Ratio greater than 95%;


(xxviii) 
Approximately 57.29% (by Principal Balance) of the Mortgage Loans were originated for the purpose of refinancing existing mortgage
debt, including cash-out refinancings; and approximately 42.72% (by Principal Balance) of the Mortgage Loans were originated for
the purpose of purchasing the Mortgaged Property;


(xxix)    Not less than approximately 28.43% (by Principal Balance) of the Mortgage Loans were
originated under full documentation programs;


(xxx)    Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the
Code and Treasury Regulations Section 1.860G-2(a)(1);



(xxxi)    No Mortgage Loan is subject to the Home Ownership and Equity Protection Act of 1994 or
Section 226.32 of Regulation Z, is a “high-cost” loan or a “predatory” loan as defined under any state or
local law or regulation applicable to the originator of such Mortgage Loan or which would result in liability to the purchaser or
assignee of such Mortgage Loan under any predatory or abusive lending law, or, without limiting the generality of the foregoing, is
a “covered” loan under the laws of the states of California, Colorado or Ohio;


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(xxxii)   No Mortgage Loan is a High Cost Loan or Covered Loan (as such terms are defined in the
Standard & Poor's LEVELS® Glossary in effect on the Closing Date, which is now Version 5.6 Revised, Appendix E, applicable
portions of which are attached hereto as Exhibit C) and no Mortgage Loan originated on or after October 1, 2002 through March 6,
2003 is governed by the Georgia Fair Lending Act; and


(xxxii)  
With respect to each Mortgage Loan, the Periodic Cap shall equal five percentage points on the first Adjustment Date and shall
equal two percentage points on each Adjustment Date thereafter.


It is understood and agreed that the
representations and warranties set forth in this Section 2.08 shall survive delivery of the respective Mortgage Files to the
Trustee or the Custodian, as the case may be, and shall continue throughout the term of this Agreement. Upon discovery by any of
the Company, the Master Servicer, the Trustee or the Custodian of a breach of any of the foregoing representations and warranties
which materially and adversely affects the value of the related Mortgage Loans or the interests of the Trust in the related
Mortgage Loans, the Company, the Master Servicer, the Trustee or the Custodian, as the case may be, discovering such breach shall
give prompt written notice to the others. Any breach of the representation set forth in clause (xxxi) or (xxxii) of this Section
2.08 shall be deemed to materially and adversely affect the value of the related Mortgage Loans or the interests of the Trust in
the related Mortgage Loans. Within 90 days of its discovery or its receipt of notice of breach, the Company shall repurchase,
subject to the limitations set forth in the definition of “Purchase Price,” or substitute for the affected Mortgage
Loan or Mortgage Loans or any property acquired in respect thereof from the Trust, unless it has cured such breach in all material
respects. After the end of the three-month period beginning on the “start-up day,” any such substitution shall be made
only if the Company provides to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee reasonably satisfactory to
the Trustee that each Substitute Mortgage Loan will be a “qualified replacement mortgage” within the meaning of Section
860G(a)(4) of the Code. Such substitution shall be made in the manner and within the time limits set forth in Section 2.07. Any
such repurchase by the Company shall be accomplished in the manner and at the Purchase Price, if applicable, but shall not be
subject to the time limits, set forth in Section 2.07. It is understood and agreed that the obligation of the Company to provide
such substitution or to make such repurchase of any affected Mortgage Loan or Mortgage Loans or any property acquired in respect
thereof as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to
the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest or the Trustee on behalf of the Holders of the
REMIC I Regular Interests and the Class R-1 Residual Interest.



Section 2.09.        Acknowledgment of Transfer of Mortgage Pool Assets. The Trustee hereby  acknowledges
and accepts on behalf of the Trust the transfer and assignment to the Trust of the Mortgage Pool Assets, but without having made
the review required to be made within 45 days pursuant to Section 2.07, and declares that as of the Closing Date it (or the
Custodian on behalf of the Trustee) holds and shall hold any documents constituting a part of the Mortgage Pool Assets, and the
Mortgage Pool Assets, as Trustee in trust, upon the trust herein set forth, for the use and benefit of all present and future
Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest.  In connection therewith, as of the Closing
Date, in exchange for the Mortgage Pool Assets, the Trust does hereby issue to the Company the REMIC I Regular Interests and the
Class R-1 Residual Interest.


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Section 2.10.        Conveyance of REMIC II Assets; Security Interest.  Concurrently with the execution
and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust,
without recourse, all the Company’s right, title and interest in and to the REMIC II Assets. Pursuant to Section 3818 of the
Statutory Trust Statute, the REMIC I Regular Interests shall not be cancelled and shall be held as treasury interests owned by the
Trust. The Trustee acknowledges that the REMIC II Assets are held by it as Trustee of the Trust for the benefit of the holders of
the Certificates. It is the express intent of the parties hereto that the conveyance of the REMIC II Assets to the Trust by the
Company as provided in this Section 2.10 be, and be construed as, an absolute sale of the REMIC II Assets. It is, further, not the
intention of the parties that such conveyance be deemed the grant of a security interest in the REMIC II Assets by the Company to
the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the
parties, the REMIC II Assets are held to be the property of the Company, or if for any other reason this Agreement is held or
deemed to create a security interest in the REMIC II Assets, then


(a)        this Agreement shall constitute a security
agreement;


(b)        the conveyance provided for in this Section 2.10 shall be deemed
to be a grant by the Company to the Trust of, and the Company hereby grants to the Trust, to secure all of the Company’s
obligations hereunder, a security interest in all of the Company’s right, title, and interest, whether now owned or hereafter
acquired, in and to:



(I)        The REMIC I Regular Interests, including without limitation all
rights represented thereby in and to the Mortgage Pool Assets and the proceeds thereof;



(II)       All accounts, chattel paper, deposit accounts, documents, general
intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other
minerals, consisting of, arising from, or relating to, any of the foregoing; and



(III)      All proceeds of the foregoing;


The Company shall file such financing
statements, and the Company and the Trustee acting on behalf of the Trust at the direction of the Company shall, to the extent
consistent with this Agreement, take such other actions as may be necessary to ensure that, if this Agreement were found to create
a security interest in the REMIC II Assets, such security interest would be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of this Agreement. In connection herewith, the Trust shall have
all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.


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In the event that a pleading is filed
in a court of competent jurisdiction asserting that this Agreement creates a security interest in the REMIC II Assets, the Trustee
on behalf of the Trust shall take actual possession of the REMIC II Assets or, at the Company's option, the Trustee on behalf of
the Trust shall be provided an Opinion of Counsel addressed to the Trust and the Trustee reasonably satisfactory to the Trustee to
the effect that such security interest is a perfected security interest of first priority while the REMIC II Assets are in the
possession of the Company or its affiliates.



Section 2.11.        REMIC Election for REMIC II.


The Tax Matters Person shall, on behalf
of REMIC II, elect to treat REMIC II as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable
state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC II for
its first taxable year.


The Closing Date is hereby designated
as the “startup day” of REMIC II within the meaning of Section 860G(a)(9) of the Code.


The regular interests (as set forth in
the table contained in the Preliminary Statement hereto) relating to REMIC II are hereby designated as “regular
interests” in REMIC II for purposes of Section 860G(a)(1) of the Code. The Class R-2 Residual Interest is hereby designated
as the sole class of “residual interest” in REMIC II for purposes of Section 860G(a)(2) of the Code. The REMIC II Regular Interests and the Class R-2 Residual Interest shall together be deemed to be a
separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Assets pursuant to Section 3806(b)(2)
of the Statutory Trust Statute.


The parties intend that the affairs of
REMIC II shall constitute, and that the affairs of REMIC II shall be conducted so as to qualify it as, a REMIC. In furtherance of
such intention, the Tax Matters Person shall, on behalf of REMIC II: (a) prepare and file, or cause to be prepared and filed, a
federal tax return using a calendar year as the taxable year for REMIC II when and as required by the REMIC provisions and other
applicable federal income tax laws; (b) make an election, on behalf of REMIC II, to be treated as a REMIC on the federal tax return
of REMIC II for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared
and forwarded, to the Certificateholders and the Holders of the Class R-2 Residual Interest all information reports as and when
required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC II at all times that any
of the Certificates are outstanding so as to maintain the status of REMIC II as a REMIC under the REMIC provisions; (e) not
knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC
II; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC II when and as the same shall be
due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in
appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC II for any such prohibited
transaction penalty taxes if the Company’s failure to exercise reasonable care was not the primary cause of the imposition of
such prohibited transaction penalty taxes.


63




In the event that any tax is imposed on
“prohibited transactions” of REMIC II as defined in Section 860F of the Code and not paid by the Company pursuant to
clause (f) of the preceding paragraph, such tax shall be charged against amounts otherwise distributable to the Holders of the
Class R-2 Residual Interest. Notwithstanding anything to the contrary contained herein, the Company is hereby authorized to retain
from amounts otherwise distributable to the Holders of the Class R-2 Residual Interest on any Distribution Date sufficient funds to
reimburse the Company for the payment of such tax (to the extent that the Company has not been previously reimbursed
therefor).



Section 2.12.        Acknowledgement of Transfer of REMIC II Assets; Authentication of Certificates. The
Trustee hereby acknowledges and accepts on behalf of the Trust the assignment to the Trust of the REMIC II Assets and declares that
as of the Closing Date it holds and shall hold any documents constituting a part of the REMIC II Assets, and the REMIC II Assets,
as Trustee in trust, upon the trust herein set forth, for the use and benefit of all present and future Holders of the Certificates
(other than the Class R Certificates), the Class R-2 Residual Interest and the Variable Servicing Interest.  In connection
therewith, as of the Closing Date, in exchange for the REMIC II Assets, the Trust does hereby issue the Variable Servicing Interest
and the Trustee on behalf of the Trust shall cause to be authenticated and delivered, upon and pursuant to the order of the
Company, the Certificates in Authorized Denominations.



Section 2.13.        Legal Title. Legal title to all assets of the Trust shall be vested at all times in the
Trust as a separate legal entity.



Section 2.14.        Compliance with ERISA Requirements. For purposes of ensuring compliance with the
requirements of the “underwriter’s exemption” (U.S. Department of Labor Prohibited Transaction Exemption 2002-41,
67 Fed. Reg. 54487 (Aug. 22, 2002)), issued under ERISA, and for the avoidance of any doubt as to the applicability of other
provisions of this Agreement, to the fullest extent permitted by applicable law and except as contemplated by this Agreement, (1)
the Trust shall not be a party to any merger, consolidation or reorganization, or liquidate or sell its assets and (2) so long as
any Certificates are outstanding, none of the Company, the Trustee or the Delaware Trustee shall institute against the Trust, or
join in any institution against the Trust of, any bankruptcy or insolvency proceedings under any federal or state bankruptcy,
insolvency or similar law.



Section 2.15.        Additional Representation of the Company Concerning the Mortgage Loans. The Company hereby
represents and warrants to the Trust that it does not intend for the Mortgage Pool to include any Mortgage Loan that is a
“high-cost home loan” as defined under the New Jersey Home Ownership Security Act of 2002 or the New Mexico Home Loan
Protection Act. Based on the foregoing representation and warranty and on the Company’s obligation, pursuant to Section 2.08,
to repurchase or substitute for the affected Mortgage Loan in the event of a breach of the representation set forth in clause
(xxxi) of Section 2.08, the other parties hereto agree and understand that it is not intended for the Mortgage Pool to include any
Mortgage Loan that is a “high-cost home loan” as defined under the New Jersey Home Ownership Security Act of 2002 or
the New Mexico Home Loan Protection Act.


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ARTICLE III



Administration and Servicing of Mortgage Loans



Section 3.01.        The Company to Act as Master Servicer.  The Company shall act as Master Servicer to
service and administer the Mortgage Loans on behalf of the Trust in accordance with the terms hereof, consistent with prudent
mortgage loan servicing practices and (unless inconsistent with prudent mortgage loan servicing practices) in the same manner in
which, and with the same care, skill, prudence and diligence with which, it services and administers similar mortgage loans for
other portfolios, and shall have full power and authority to do or cause to be done any and all things in connection with such
servicing and administration which a prudent servicer of mortgage loans would do under similar circumstances, including, without
limitation, the power and authority to bring actions and defend the Mortgage Pool Assets on behalf of the Trust in order to enforce
the terms of the Mortgage Notes.  The Master Servicer may perform its master servicing responsibilities through agents or
independent contractors, but shall not thereby be released from any of its responsibilities hereunder and the Master Servicer shall
diligently pursue all of its rights against such agents or independent contractors.


The Master Servicer shall make
reasonable efforts to collect or cause to be collected all payments called for under the terms and provisions of the Mortgage Loans
and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any Primary
Insurance Policy, any FHA insurance policy or VA guaranty, any hazard insurance policy, and federal flood insurance, cause to be
followed such collection procedures as are followed with respect to mortgage loans comparable to the Mortgage Loans and held in
portfolios of responsible mortgage lenders in the local areas where each Mortgaged Property is located. The Master Servicer shall
enforce “due-on-sale” clauses with respect to the related Mortgage Loans, to the extent permitted by law, subject to
the provisions set forth in Section 3.08.


Consistent with the foregoing, the
Master Servicer may, in accordance with prudent mortgage loan servicing practices, (i) waive or cause to be waived any assumption
fee or late payment charge in connection with the prepayment of any Mortgage Loan and (ii) only upon determining that the coverage
of any applicable insurance policy or guaranty related to a Mortgage Loan will not be materially adversely affected, arrange a
schedule, running for no more than 180 days after the first delinquent Due Date, for payment of any delinquent installment on any
Mortgage Note or for the liquidation of delinquent items. Subject to the fourth sentence of this paragraph, the Master Servicer
shall have the right, but not the obligation, to purchase any Mortgage Loan delinquent 90 consecutive days or more for an amount
equal to its Purchase Price; provided, however, that the aggregate Purchase Price of
Mortgage Loans so purchased pursuant to this sentence shall not exceed one-half of one percent (0.50%) of the aggregate Principal
Balance, as of the Cut-Off Date, of all Mortgage Loans.  Subject to the fourth sentence of this paragraph, the Master Servicer
shall also have the right, but not the obligation, to purchase, for an amount equal to its Purchase Price, any Mortgage Loan
delinquent 90 consecutive days or more, for the purpose of requiring the Person who sold such Mortgage Loan to the Company to
repurchase such Mortgage Loan based on a breach of a representation or warranty made by such Person in connection with the
Company’s purchase or acquisition of such Mortgage Loan.  Notwithstanding the immediately preceding two sentences, the
Master Servicer’s right to purchase any Mortgage Loan pursuant to either of such preceding sentences shall be subject to the
following additional conditions: (x) if the date on which the Mortgage Loan first became 90-day delinquent (the “Initial
Delinquency Date”) occurred during the first two calendar months of a calendar quarter, the Master Servicer may exercise
the purchase right during the period commencing on the Initial Delinquency Date and ending on the last Master Servicer Business Day
of such calendar quarter, (y) if the Initial Delinquency Date occurred during the third calendar month of a calendar quarter, the
Master Servicer may exercise the purchase right during the period commencing on the first day of the immediately succeeding
calendar quarter and ending on the last Master Servicer Business Day of such succeeding calendar quarter and (z) if the Master
Servicer does not exercise the purchase right with respect to a Mortgage Loan during the period specified in clause (x) or (y), as
applicable, such Mortgage Loan shall thereafter again become eligible for purchase pursuant to the preceding two sentences only
after the Mortgage Loan ceases to be 90-day delinquent and thereafter becomes 90-day delinquent again.  For purposes of this
paragraph, a Mortgage Loan is considered delinquent for 90 consecutive days if a Monthly Payment is not received by the first day
of the third month following the month during which such payment was due.


65




Consistent with the terms of this
Section 3.01, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the
timely and full collectability of, such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or
indulgence; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable
judgment of the Master Servicer such default is imminent) the Master Servicer shall not permit any modification with respect to any
Mortgage Loan that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or
interest, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with
respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance
policy, VA guaranty, hazard insurance policy or federal flood insurance policy. Notwithstanding the foregoing, the Master Servicer
shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder)
(other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment
or in a default situation) and cause any REMIC to fail to qualify as such under the Code. The Master Servicer shall be entitled to
approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in
favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage
Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby
and that REMIC I and REMIC II would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on
“prohibited transactions” or “contributions” after the startup day would be imposed on any REMIC as a
result thereof.


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The Master Servicer is hereby
authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the
REMIC I Regular Interests and the Class R-1 Residual Interest, and the Trust or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release, discharge or modification, assignments of Mortgages and endorsements
of Mortgage Notes in connection with refinancings (in jurisdictions where such assignments are the customary and usual standard of
practice of mortgage lenders) and all other comparable instruments, with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Master Servicer is hereby further authorized and empowered by the Trust to execute and deliver or cause
to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the
Trust, or any of them, such instruments of assignment or other comparable instruments as the Master Servicer shall, in its sole
judgment, deem appropriate in order to register any Mortgage Loan on the MERS® System or to cause the removal of any Mortgage
Loan from registration thereon. Any expenses incurred in connection with the actions described in the preceding sentence shall be
borne by the Master Servicer with no right of reimbursement; provided, however, that
any such expenses incurred as a result of any termination by MERS of the MERS® System shall be reimbursable to the Master
Servicer.  The Trustee on behalf of the Trust shall execute and furnish to the Master Servicer, at the Master Servicer’s
direction, any powers of attorney and other documents prepared by the Master Servicer and determined by the Master Servicer to be
necessary or appropriate to enable the Master Servicer to carry out its supervisory, servicing and administrative duties under this
Agreement.


The Master Servicer shall obtain and
maintain, and shall cause each Servicer to obtain and maintain (in each case, to the extent generally commercially available),
fidelity bond and errors and omissions coverage acceptable to Fannie Mae or Freddie Mac with respect to its obligations under this
Agreement and the applicable Selling and Servicing Contract, respectively. The Master Servicer shall establish or cause to be
established escrow accounts for, or pay or cause to be paid when due (by means of an advance), any tax liens in connection with the
Mortgaged Properties that are not paid by the Mortgagors when due to the extent that any such payment would not constitute a
Nonrecoverable Advance when made.


In connection with the servicing and
administering of each Mortgage Loan, the Master Servicer and any affiliate of the Master Servicer (i) may perform services such as
appraisals, default management and (in the case of affiliates only) brokerage services that are not customarily provided by
servicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on
behalf of the Trust, obtain credit information in the form of a “credit score” from a credit
repository.



Section 3.02.        Custodial Accounts and Buydown Fund Accounts. The Master Servicer shall cause to be
established and maintained by each Servicer under the Master Servicer’s supervision the Custodial Account for P&I,
Buydown Fund Accounts (if any) and special Custodial Account for Reserves and shall deposit or cause to be deposited therein daily
the following amounts received or advanced by the Servicer with respect to the Mortgage Loans:


(i)         all scheduled payments of principal;


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(ii)        all scheduled payments of interest, net of the fixed portion of
the Servicing Fees due the applicable Servicers;


(iii)       all Curtailments and Payoffs; and


(iv)       all Insurance Proceeds, Liquidation Proceeds, Excess Liquidation
Proceeds and Subsequent Recoveries;



provided, however, that (x) proceeds received with respect to individual
Mortgage Loans from any title, hazard, or FHA insurance policy, VA guaranty, Primary Insurance Policy or other insurance policy
(other than any Special Primary Insurance Policy) covering such Mortgage Loans, if required for the restoration or repair of the
related Mortgaged Property, may be deposited either in the Custodial Account for Reserves or the Custodial Account for P&I and
(y) such proceeds (other than proceeds from any Special Primary Insurance Policy), if not required for the restoration or repair of
the related Mortgaged Property, and if not released to the Mortgagor in accordance with prudent mortgage loan servicing practices,
shall be deposited in the Custodial Account for P&I, and shall be applied to the balances of the related Mortgage Loans as
payments of interest and principal.


The Master Servicer is hereby
authorized to make withdrawals from and to issue drafts against the Custodial Accounts for P&I and the Custodial Accounts for
Reserves for the purposes required or permitted by this Agreement. Each Custodial Account for P&I and each Custodial Account
for Reserves shall bear a designation clearly showing the respective interests of the applicable Servicer, as trustee, and of the
Master Servicer, in substantially one of the following forms:



(a)        With respect to the Custodial Account for P&I: (i)
[Servicer’s Name], as agent, trustee and/or bailee of principal and interest custodial account for Washington Mutual Mortgage
Securities Corp., its successors and assigns, for various owners of interests in Washington Mutual Mortgage Securities Corp.
mortgage-backed pools or (ii) [Servicer’s Name] in trust for Washington Mutual Mortgage Securities Corp.;



(b)        With respect to the Custodial Account for Reserves: (i)
[Servicer’s Name], as agent, trustee and/or bailee of taxes and insurance custodial account for Washington Mutual Mortgage
Securities Corp., its successors and assigns for various mortgagors and/or various owners of interests in Washington Mutual
Mortgage Securities Corp. mortgage-backed pools or (ii) [Servicer’s Name] in trust for Washington Mutual Mortgage Securities
Corp. and various Mortgagors.


The Master Servicer hereby undertakes
to assure remittance to the Certificate Account of all amounts relating to the Mortgage Loans that have been collected by any
Servicer and are due to the Certificate Account pursuant to Section 4.01 of this Agreement.


Funds held in the Custodial Account for
P&I and the Custodial Account for Reserves may, at the Master Servicer’s option, be invested in (i) one or more Eligible
Investments which shall in no event mature later than the Business Day prior to the related Withdrawal Date (except if such
Eligible Investments are obligations of the Trustee, such Eligible Investments may mature on the Withdrawal Date), or (ii) such
other instruments as shall be required to maintain the Ratings.


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Section 3.03.        The Investment Account; Eligible Investments. (a)    Not later than the
Withdrawal Date, the Master Servicer shall withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I, for
deposit in the Investment Account, in an amount representing:


(i)                 
Scheduled installments of principal and interest on the Mortgage Loans received or advanced by the applicable Servicers which were
due on the related Due Date, net of the fixed portion of the Servicing Fees due the applicable Servicers and less any amounts to be
withdrawn later by the applicable Servicers from the applicable Buydown Fund Accounts;


(ii)               
Payoffs and the proceeds of other types of liquidations of the Mortgage Loans received by the applicable Servicer for such Mortgage
Loans during the applicable Payoff Period, with interest to the date of Payoff or liquidation less any amounts to be withdrawn
later by the applicable Servicers from the applicable Buydown Fund Accounts; and


(iii)              
Curtailments received by the applicable Servicers in the Prior Period.


At its option, the Master Servicer may
invest funds withdrawn from the Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds and Liquidation
Proceeds previously received by the Master Servicer (including amounts paid by the Company in respect of any Purchase Obligation or
its substitution obligations set forth in Section 2.07 or Section 2.08 or in connection with the exercise of the option to
terminate this Agreement pursuant to Section 9.01) for its own account and at its own risk, during any period prior to their
deposit in the Certificate Account. Such funds, as well as any funds which were withdrawn from the Custodial Accounts for P&I
on or before the Withdrawal Date, but not yet deposited into the Certificate Account, shall immediately be deposited by the Master
Servicer with the Investment Depository in an Investment Account in the name of the Master Servicer and the Trust for investment
only as set forth in this Section 3.03. The Master Servicer shall bear any and all losses incurred on any investments made with
such funds and shall be entitled to retain all gains realized on such investments as additional servicing compensation. Not later
than the Business Day prior to the Distribution Date, the Master Servicer shall deposit such funds, net of any gains (except Payoff
Earnings) earned thereon, in the Certificate Account.


(b)        Funds held in the Investment Account shall be invested in (i) one
or more Eligible Investments which shall in no event mature later than the Business Day prior to the related Distribution Date
(except if such Eligible Investments are obligations of the Trustee, such Eligible Investments may mature on the Distribution
Date), or (ii) such other instruments as shall be required to maintain the Ratings.



Section 3.04.        The Certificate Account.


(a)        On or prior to the Closing Date, the Trustee shall establish the
Certificate Account, which shall be entitled “Washington Mutual Mortgage Securities Corp. Certificate Account under the
Pooling and Servicing Agreement, dated as of July 1, 2004, among Washington Mutual Mortgage Securities Corp., as Depositor and
Master Servicer, Citibank, N.A., as the Trustee, and Christiana Bank & Trust Company, as the Delaware Trustee, for the benefit
of WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust created pursuant thereto”.  Promptly after the Closing
Date, the Trustee shall communicate to the Master Servicer the account number 


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and wiring
instructions for the Certificate Account.


Not later than the Business Day prior
to the related Distribution Date, the Master Servicer shall direct the Investment Depository to deposit into the Certificate
Account the amounts previously deposited into the Investment Account (which may include a deposit of Eligible Investments) to which
the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest are entitled or which are necessary for payment of
any Special Primary Insurance Premiums. In addition, not later than the Business Day prior to the Distribution Date, the Master
Servicer shall deposit into the Certificate Account any Monthly P&I Advances or other payments required to be made by the
Master Servicer pursuant to Section 4.02 of this Agreement and any Insurance Proceeds or Liquidation Proceeds (including amounts
paid by the Company in respect of any Purchase Obligation) not previously deposited in the Custodial Accounts for P&I or the
Investment Account, and any amounts paid by the Master Servicer in connection with the exercise of its option to terminate this
Agreement pursuant to Section 9.01 or any other purchase of Mortgage Loans permitted by this Agreement.


(b)        Funds held in the Certificate Account shall be invested at the
written direction of the Master Servicer in (i) one or more Eligible Investments which shall in no event mature later than the
Business Day prior to the related Distribution Date (except if such Eligible Investments are obligations of the Trustee, such
Eligible Investments may mature on the Distribution Date), or (ii) such other instruments as shall be required to maintain the
Ratings.  The Master Servicer shall be entitled to receive any gains earned on such Eligible Investments and shall bear any
losses suffered in connection therewith.  If the Trustee has not received such written investment directions from the Master
Servicer, the Trustee shall not invest funds held in the Certificate Account.  The Trustee shall have no liability for any
losses on investments of funds held in the Certificate Account.


In the event the Trustee makes such
investments, the parties acknowledge that the Trustee or its affiliates may receive additional compensation (not payable pursuant
to this Agreement) that could be deemed to be in the Trustee's economic self-interest for (i) serving as investment adviser,
administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii)
using affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible
Investments.



Section 3.05.        Permitted Withdrawals from the Certificate Account, the Investment Account and Custodial Accounts for P&I
and of Buydown Funds from the Buydown Fund Accounts.


(a)        The Master Servicer is authorized to make withdrawals (or, in the
case of the Certificate Account, to direct the Trustee to make withdrawals), from time to time, from the Investment Account, the
Certificate Account or the Custodial Accounts for P&I established by the Servicers of amounts deposited therein in respect of
the Certificates (and, to the extent applicable, to make deposits of the amounts withdrawn), as follows:


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(i)                 
To reimburse itself or the applicable Servicer for Monthly P&I Advances made pursuant to Section 4.02 or a Selling and
Servicing Contract, such right to reimbursement pursuant to this paragraph (i) being limited to amounts received on particular
Mortgage Loans (including, for this purpose, Insurance Proceeds and Liquidation Proceeds) which represent late recoveries of
principal and/or interest respecting which any such Monthly P&I Advance was made;


(ii)                To
reimburse itself or the applicable Servicer for amounts expended by or for the account of the Master Servicer pursuant to Section
3.09 or amounts expended by such Servicer pursuant to the Selling and Servicing Contracts in connection with the restoration of
property damaged by an Uninsured Cause or in connection with the liquidation of a Mortgage Loan;


(iii)               To pay to
itself, with respect to the related Mortgage Loans, the Master Servicing Fee (net of Compensating Interest reduced by Payoff
Earnings and Payoff Interest) as to which no prior withdrawals from funds deposited by the Master Servicer have been made;


(iv)              To reimburse
itself or the applicable Servicer for advances made with respect to related Mortgage Loans (except for Mortgage Loans purchased
pursuant to a Purchase Obligation or pursuant to the second or third sentence of the third paragraph of Section 3.01) which the
Master Servicer has determined to be Nonrecoverable Advances;


(v)                To
pay to itself reinvestment earnings deposited or earned in the Investment Account and the Certificate Account to which it is
entitled and to reimburse itself for expenses incurred by and reimbursable to it pursuant to Section 6.03;


(vi)              To deposit to
the Investment Account amounts in the Certificate Account not required to be on deposit therein at the time of such
withdrawal;


(vii)             To deposit in the
Certificate Account, not later than the Business Day prior to the related Distribution Date, the amounts in the Investment Account
specified in Section 3.04(a);


(viii)           To pay on behalf of the Trustee
any Special Primary Insurance Premium payable by the Trustee pursuant to Section 4.04(a); provided, the Master Servicer shall give written notice thereof to the Trustee prior to noon New
York City time two Business Days prior to the applicable Distribution Date; and



after making or providing for the above withdrawals


(ix)              To clear and
terminate the Investment Account and the Certificate Account following termination of this Agreement pursuant to Section
9.01.


Since, in connection with withdrawals
pursuant to paragraphs (i) and (ii), the Master Servicer’s entitlement thereto is limited to collections or other recoveries
on the related Mortgage Loan, the Master Servicer shall keep and maintain, or cause the applicable Servicer to keep and maintain,
separate accounting for each Mortgage Loan, for the purpose of justifying any such withdrawals.


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(b)        The Master Servicer is authorized to make withdrawals (or to
permit the applicable Servicer, if such Servicer holds and maintains a Buydown Fund Account, to make withdrawals), from time to
time, of Buydown Funds from the Buydown Fund Account or Custodial Account for P&I established by any Servicer under its
supervision (and, to the extent applicable, to make deposits of the amounts withdrawn), as follows:


(i)         To deposit each month in the Investment Account the amount
necessary to supplement payments received on Buydown Loans;


(ii)        In the event of a Payoff of any Mortgage Loan having a related
Buydown Fund, to apply amounts remaining in Buydown Fund Accounts to reduce the required amount of such principal Payoff (or, if
the Mortgagor has made a Payoff, to refund such remaining Buydown Fund amounts to the Person entitled
thereto);


(iii)       In the event of foreclosure or liquidation of any Mortgage Loan having
a Buydown Fund, to deposit remaining Buydown Fund amounts in the Investment Account as Liquidation Proceeds;
and


(iv)       To clear and terminate the portion of any account representing Buydown
Funds following termination of this Agreement pursuant to Section 9.01;


(c)        The Trustee is authorized to make withdrawals from time to time
from the Certificate Account to reimburse itself for advances it has made as successor Master Servicer pursuant to Section 7.01(a)
hereof that it has determined to be Nonrecoverable Advances.


(d)        The Master Servicer shall authorize each Servicer to retain from
funds deposited by such Servicer in, or to withdraw from, the related Custodial Account for P&I the Servicing Fee payable to
such Servicer with respect to the related Mortgage Loans.  With respect to each Servicer, the Master Servicer shall (1) either
(x) make withdrawals, from time to time, to reimburse such Servicer for advances and expenses (other than Nonrecoverable Advances)
pursuant to clauses (i) and (ii) of Section 3.05(a) or (y) authorize such Servicer to make such withdrawals, from time to time,
from the related Custodial Account for P&I, to the same extent that the Master Servicer is authorized to make such withdrawals
pursuant to clauses (i) and (ii) of Section 3.05(a) and (2) make withdrawals, from time to time, to reimburse such Servicer for
Nonrecoverable Advances pursuant to clause (iv) of Section 3.05(a), in the case of each of clause (1) and (2), to the extent no
prior withdrawals of such amounts have been made by the Servicer or the Master Servicer, as applicable.



Section 3.06.        Maintenance of Primary Insurance Policies; Collections Thereunder. The Master Servicer
shall use commercially reasonable efforts to keep, or to cause the Servicers to keep, in full force and effect each Primary
Insurance Policy (except any Special Primary Insurance Policy) required with respect to a Mortgage Loan until no longer required,
and the Master Servicer shall use commercially reasonable efforts to keep in full force and effect each Special Primary Insurance
Policy, if any. Notwithstanding the foregoing, the Master Servicer shall have no obligation to maintain any Primary Insurance
Policy for a Mortgage Loan for which the outstanding Principal Balance thereof at any time subsequent to origination was 80% or
less of the Appraised Value of the related Mortgaged Property, unless required by applicable law.


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Unless required by applicable law, the
Master Servicer shall not cancel or refuse to renew, or allow any Servicer under its supervision to cancel or refuse to renew, any
Primary Insurance Policy in effect at the date of the initial issuance of the Certificates that is required to be kept in force
hereunder; provided, however, that neither the Master Servicer nor any Servicer shall
advance funds for the payment of any premium due under (i) any Primary Insurance Policy (other than a Special Primary Insurance
Policy) if it shall determine that such an advance would be a Nonrecoverable Advance or (ii) any Special Primary Insurance
Policy.



Section 3.07.        Maintenance of Hazard Insurance. The Master Servicer shall cause to be maintained for each
Mortgage Loan (other than a Cooperative Loan) fire insurance with extended coverage in an amount which is not less than the
original principal balance of such Mortgage Loan, except in cases approved by the Master Servicer in which such amount exceeds the
value of the improvements to the Mortgaged Property. The Master Servicer shall also require fire insurance with extended coverage
in a comparable amount on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative Loan). Any amounts collected under any such policies (other than amounts to be applied to the restoration or repair of
the related Mortgaged Property) shall be deposited into the Custodial Account for P&I, subject to withdrawal pursuant to the
applicable Selling and Servicing Contract and pursuant to Section 3.03 and Section 3.05. Any unreimbursed costs incurred in
maintaining any insurance described in this Section 3.07 shall be recoverable as an advance by the Master Servicer or the
applicable Servicer from the related Custodial Account for P&I, the Investment Account or the Certificate Account. Such
insurance shall be with insurers approved by the Master Servicer and Fannie Mae or Freddie Mac. Other additional insurance may be
required of a Mortgagor, in addition to that required pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. Where any part of any improvement to the Mortgaged Property (other than a
Mortgaged Property secured by a Cooperative Loan) is located in a federally designated special flood hazard area and in a community
which participates in the National Flood Insurance Program at the time of origination of the related Mortgage Loan, the Master
Servicer shall cause flood insurance to be provided. The hazard insurance coverage required by this Section 3.07 may be met with
blanket policies providing protection equivalent to individual policies otherwise required. The Master Servicer shall be
responsible for paying, or causing the applicable Servicer to pay, any deductible amount on any such blanket policy. The Master
Servicer agrees to present, or cause to be presented, on behalf of and for the benefit of the Trust, claims under the hazard
insurance policy respecting any Mortgage Loan, and in this regard to take such reasonable actions as shall be necessary to permit
recovery under such policy.



Section 3.08.        Enforcement of Due-on-Sale Clauses; Assumption Agreements. When any Mortgaged Property is
about to be conveyed by the Mortgagor, the Master Servicer shall, to the extent it has knowledge of such prospective conveyance and
prior to the time of the consummation of such conveyance, exercise on behalf of the Trust the Trust’s rights to accelerate
the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Note,
under any “due-on-sale” clause applicable thereto; provided, however, that the Master Servicer shall not exercise any
such right if the due-on-sale clause, in the reasonable belief of the Master Servicer, is not enforceable under applicable law or
if such exercise would result in non-coverage of any resulting loss that would otherwise be covered under any insurance policy. In
the event the Master Servicer is prohibited from exercising such right, the Master Servicer is authorized to take or enter into an
assumption and modification agreement from or with the Person to whom a Mortgaged Property has been or is about to be conveyed,
pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable state law or unless the
Mortgage Note contains a provision allowing a  


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qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon;
provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by
any related Primary Insurance Policy. The Master Servicer is also authorized to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor
and becomes liable under the Mortgage Note.  The Master Servicer shall not enter into any substitution or assumption with
respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification”
effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause
the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited
transactions” or “contributions” after the startup day under the REMIC Provisions.  The Master Servicer
shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the
original copy of such substitution or assumption agreement and other documents and instruments constituting a part thereof. In
connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee
collected by the applicable Servicer for entering into an assumption or substitution of liability agreement shall be retained by
such Servicer as additional servicing compensation.


Notwithstanding the foregoing paragraph
or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation
of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Master
Servicer may be restricted by law from preventing, for any reason whatsoever.



Section 3.09.        Realization Upon Defaulted Mortgage Loans. The Master Servicer shall foreclose upon or
otherwise comparably convert, or cause to be foreclosed upon or comparably converted, the ownership of any Mortgaged Property
securing a Mortgage Loan which comes into and continues in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 3.01. In lieu of such foreclosure or other conversion, and taking into
consideration the desirability of maximizing net Liquidation Proceeds after taking into account the effect of Insurance Proceeds
upon Liquidation Proceeds, the Master Servicer may, to the extent consistent with prudent mortgage loan servicing practices, accept
a payment of less than the outstanding Principal Balance of a delinquent Mortgage Loan in full satisfaction of the indebtedness
evidenced by the related Mortgage Note and release the lien of the related Mortgage upon receipt of such payment. The Master
Servicer shall not foreclose upon or otherwise comparably convert a Mortgaged Property if the Master Servicer is aware of evidence
of toxic waste, other hazardous substances or other evidence of environmental contamination thereon and the Master Servicer
determines that it would be imprudent to do so. In connection with such foreclosure or other conversion, the Master Servicer shall
cause to be followed such practices and procedures as it shall deem necessary or advisable and as shall be normal and usual in
general mortgage servicing activities. The foregoing is subject to the provision that, in the case of damage to a Mortgaged
Property from an Uninsured Cause, the Master Servicer shall not be required to advance its own funds towards the restoration of the
property unless it shall be determined in the sole judgment of the Master Servicer, (i) that such restoration will increase the
proceeds of liquidation of the Mortgage Loan to Certificateholders after reimbursement to itself for such expenses, and (ii) that
such expenses will be recoverable to it through Liquidation Proceeds. The Master Servicer shall be responsible for all other costs
and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof (as well
as its normal servicing compensation) as an advance. The Master Servicer shall maintain information required for tax reporting
purposes regarding any Mortgaged Property which is abandoned or which has been foreclosed or otherwise comparably converted. The
Master Servicer shall report such information to the Internal Revenue Service and the Mortgagor in the manner required by
applicable law.


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The Master Servicer may enter into one
or more special servicing agreements with a Lowest Class B Owner, subject to each Rating Agency's acknowledgment that the Ratings
of the Certificates in effect immediately prior to the entering into of such agreement would not be qualified, downgraded or
withdrawn and the Certificates would not be placed on credit review status (except for possible upgrading) as a result of such
agreement.  Any such agreement may contain provisions whereby such Lowest Class B Owner may (a) instruct the Master Servicer
to instruct a Servicer to the extent permitted under the applicable Selling and Servicing Contract to commence or delay foreclosure
proceedings with respect to related delinquent Mortgage Loans, provided that the Lowest Class B Owner deposits a specified amount
of cash with the Master Servicer that will be available for distribution to Certificateholders if Liquidation Proceeds are less
than they otherwise may have been had the Servicer acted pursuant to its normal servicing procedures, (b) purchase such delinquent
Mortgage Loans from the Trust immediately prior to the commencement of foreclosure proceedings at a price equal to the aggregate
outstanding Principal Balance of such Mortgage Loans plus accrued interest thereon at the applicable Mortgage Interest Rate through
the last day of the month in which such Mortgage Loans are purchased and/or (c) assume all of the servicing rights and obligations
with respect to such delinquent Mortgage Loans so long as (i) the Master Servicer has the right to transfer the servicing rights
and obligations of such Mortgage Loans to another servicer and (ii) such Lowest Class B Owner will service such Mortgage Loans in
accordance with the applicable Selling and Servicing Contract.


REMIC I shall not acquire any real
property (or personal property incident to such real property) except in connection with a default or imminent default of a
Mortgage Loan. In the event that REMIC I acquires any real property (or personal property incident to such real property) in
connection with a default or imminent default of a Mortgage Loan, such property shall be disposed of by the Master Servicer as soon
as practicable in a manner that, consistent with prudent mortgage loan servicing practices, maximizes the net present value of the
recovery to the Trust, but in any event within three years after its acquisition by the Master Servicer for REMIC I unless the
Master Servicer provides to the Trustee an Opinion of Counsel to the effect that the holding by REMIC I of such Mortgaged Property
subsequent to three years after its acquisition will not result in the imposition of taxes on “prohibited transactions”
of REMIC I as defined in Section 860F of the Code or under the law of any state in which real property securing a Mortgage Loan
owned by REMIC I is located or cause REMIC I to fail to qualify as a REMIC for federal income tax purposes or for state tax
purposes under the laws of any state in which real property securing a Mortgage Loan owned by REMIC I is located at any time that
any Certificates are outstanding. The Master Servicer shall conserve, protect and operate each such property for the
Certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail
to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of
any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income
from foreclosure property” which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such
property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve such
property in the same manner and to such extent as is customary in the locality where such property is located and may, incident to
its conservation and protection of the assets of the Trust, rent the same, or any part thereof, as the Master Servicer deems to be
in the best interest of the Master Servicer and the Trust for the period prior to the sale of such property. Additionally, the
Master Servicer shall perform the tax withholding and shall file information returns with respect to the receipt of mortgage
interests received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections
6050H, 6050J and 6050P, respectively, of the Code, and deliver to the Trustee an Officers’ Certificate on or before March 31
of each year stating that such reports have been filed.  Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code.


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Notwithstanding any other provision of
this Agreement, the Master Servicer and the Trustee, as applicable, shall comply with all federal withholding requirements with
respect to payments to Certificateholders of interest or original issue discount that the Master Servicer or the Trustee reasonably
believes are applicable under the Code.  The consent of Certificateholders shall not be required for any such
withholding.  Without limiting the foregoing, the Master Servicer agrees that it will not withhold with respect to payments of
interest or original issue discount in the case of a Certificateholder that has furnished or caused to be furnished an effective
Form W-8 or an acceptable substitute form or a successor form and who is not a “10 percent shareholder” within the
meaning of Code Section 871(h)(3)(B) or a “controlled foreign corporation” described in Code Section 881(c)(3)(C) with
respect to REMIC I, REMIC II or the  depositor.  In the event the Trustee withholds any amount from interest or original
issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee
shall indicate the amount withheld to such Certificateholder.



Section 3.10.        Trustee to Cooperate; Release of Mortgage Files. Upon the Payoff or scheduled maturity of
any Mortgage Loan, the Master Servicer shall cause such final payment to be immediately deposited in the related Custodial Account
for P&I or the Investment Account.  The Master Servicer shall promptly notify the Trustee thereof by a certification
(which certification shall include a statement to the effect that all amounts received in connection with such payment which are
required to be deposited in either such account have been so deposited) of a Servicing Officer and shall request delivery to it of
the Mortgage File; provided, however, that such certification shall not be required
if the Mortgage File is held by a Custodian which is also the Servicer of the Mortgage Loan. Upon receipt of such certification and
request, the Trustee shall, not later than the fifth succeeding Business Day, release, or cause to be released, the related
Mortgage File to the Master Servicer or the applicable Servicer indicated in such request. With any such Payoff or other final
payment, the Master Servicer is authorized (i) to prepare for and procure from the trustee or mortgagee under the Mortgage which
secured the Mortgage Note a deed of full reconveyance or other form of satisfaction or assignment of Mortgage and endorsement of
Mortgage Note in connection with a refinancing covering the Mortgaged Property, which satisfaction, endorsed Mortgage Note or
assigning document shall be delivered by the Master Servicer to the person or persons entitled thereto, and (ii) with respect to
any MERS Loan, to cause the removal of such Mortgage Loan from registration on the MERS® System. No expenses incurred in
connection with such satisfaction or assignment shall be payable to the Master Servicer by the Trustee or from the Certificate
Account, the related Investment Account or the related Custodial Account for P&I. From time to time as appropriate for the
servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any Primary Insurance Policy, the
Trustee shall, upon request of the Master Servicer and delivery to it of a trust receipt signed by a Servicing Officer, release not
later than the fifth Business Day following the date of receipt of such request and trust receipt the related Mortgage File to the
Master Servicer or the related Servicer as indicated by the Master Servicer and shall execute such documents as shall be necessary
to the prosecution of any such proceedings. Such trust receipt shall obligate the Master Servicer to return the Mortgage File to
the Trustee when the need therefor by the Master Servicer no longer exists, unless the Mortgage Loan shall be liquidated, in which
case, upon receipt of a certificate of a Servicing Officer similar to that herein above specified, the trust receipt shall be
released by the Trustee to the Master Servicer.


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Section 3.11.        Compensation to the Master Servicer and the Servicers. As compensation for its activities
hereunder, the Master Servicer shall be entitled to receive from the Investment Account and the Certificate Account the amounts
provided for by Section 3.05(a)(iii). The Master Servicer shall be required to pay all expenses incurred by it in connection with
its activities hereunder and shall not be entitled to reimbursement therefor, except as specifically provided herein.


As compensation for its activities
under the applicable Selling and Servicing Contract, the applicable Servicer shall be entitled to withhold or withdraw from the
related Custodial Account for P&I the amounts provided for in such Selling and Servicing Contract to the extent not
inconsistent with this Agreement (including Section 3.05(d)). Each Servicer is required to pay all expenses incurred by it in
connection with its servicing activities under its Selling and Servicing Contract (including payment of premiums for Primary
Insurance Policies, other than Special Primary Insurance Policies, if required) and shall not be entitled to reimbursement therefor
except as specifically provided in such Selling and Servicing Contract and not inconsistent with this Agreement.



Section 3.12.        Reports to the Trustee; Certificate Account Statement. Not later than 15 days after each
Distribution Date, the Master Servicer shall forward a statement, certified by a Servicing Officer, to the Trustee setting forth
the status of the Certificate Account as of the close of business on such Distribution Date and showing, for the period covered by
such statement, the aggregate of deposits into and withdrawals from the Certificate Account for each category of deposit specified
in Section 3.04 and each category of withdrawal specified in Section 3.05, and stating that all distributions required by this
Agreement have been made (or if any required distribution has not been made, specifying the nature and amount thereof).  The
Trustee shall make available such statements to any Certificateholder upon request at the expense of the Master Servicer. 
Such statement shall also, to the extent available, include information regarding delinquencies on the Mortgage Loans, indicating
the number and aggregate Principal Balance of Mortgage Loans which are one, two, three or more months delinquent, the number and
aggregate Principal Balance of Mortgage Loans with respect to which foreclosure proceedings have been initiated and the book value
of any Mortgaged Property acquired by the Trust through foreclosure, deed in lieu of foreclosure or other exercise of the
Trust’s security interest in the Mortgaged Property.


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Section 3.13.        Annual Statement as to Compliance. The Master Servicer shall deliver to the Trustee, on or
before April 30 of each year, beginning with the first April 30 succeeding the Cut-Off Date by at least six months, an
Officer’s Certificate stating as to the signer thereof, that (i) a review of the activities of the Master Servicer during the
preceding calendar year and performance under this Agreement has been made under such officer’s supervision, and (ii) to the
best of such officer’s knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof. Copies of such statement shall be provided by the Master Servicer
to Certificateholders upon request or by the Trustee (solely to the extent that such copies are available to the Trustee) at the
expense of the Master Servicer, should the Master Servicer fail to so provide such copies.



Section 3.14.        Access to Certain Documentation and Information Regarding the Mortgage Loans. In the event
that the Certificates are legal for investment by federally-insured savings associations, the Master Servicer shall provide to the
OTS, the FDIC and the supervisory agents and examiners of the OTS and the FDIC access to the documentation regarding the related
Mortgage Loans required by applicable regulations of the OTS or the FDIC, as applicable, and shall in any event provide such access
to the documentation regarding such Mortgage Loans to the Trustee and its representatives, such access being afforded without
charge, but only upon reasonable request and during normal business hours at the offices of the Master Servicer designated by
it.



Section 3.15.        Annual Independent Public Accountants’ Servicing Report. On or before April 30 of
each year, beginning with the first April 30 succeeding the Cut-Off Date by at least six months, the Master Servicer, at its
expense, shall furnish to the Trustee a copy of a report delivered to the Master Servicer by a firm of independent public
accountants (who may also render other services to the Master Servicer or any affiliate thereof) to the effect that, on the basis
of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public
Accountants, the Master Servicer has complied with certain minimum residential mortgage loan servicing standards in its role as
Master Servicer with respect to the servicing of residential mortgage loans (including the Mortgage Loans) during the most recently
completed fiscal year.  In rendering its report such firm may rely, (a) as to matters relating to the Certificates, upon a
statistical sampling of series of mortgage-backed certificates which may include the Certificates and (b) as to matters relating to
the direct servicing of residential mortgage loans by subservicers, upon comparable reports of firms of independent certified
public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year
of such report) with respect to those subservicers.


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Section 3.16.        [Reserved.]



Section 3.17.        Auction Administration Agreement; Par Price Payment Agreement; Swap Agreement.


(a)        Concurrently with  the execution and delivery hereof, at the
direction of the Company, the Trustee, acting solely as an intermediary agent (the “Auction Administrator”) for
the Holders of the Auction Certificates and not as Trustee or on behalf of the Trust, shall execute and deliver the Auction
Administration Agreement, the Par Price Payment Agreement and the Swap Agreement in the forms presented by Wells Fargo.  The
Trustee shall have no duty to review or otherwise determine the adequacy of the Auction Administration Agreement, the Par Price
Payment Agreement or the Swap Agreement.



(b)        Each Holder of an Auction Certificate is deemed, by acceptance of
such Certificate, (i) to authorize Citibank, N.A. to execute and deliver the Auction Administration Agreement, the Par Price
Payment Agreement and the Swap Agreement as their intermediary agent and (ii) to acknowledge and accept and agree to be bound by
the provisions of the Auction Administration Agreement, the Par Price Payment Agreement and the Swap
Agreement.



Section 3.18.        [Reserved.]



Section 3.19.        [Reserved.]



Section 3.20.        Assumption or Termination of Selling and Servicing Contracts by Trustee. In the event the
Master Servicer, or any successor Master Servicer, shall for any reason no longer be the Master Servicer (including by reason of an
Event of Default), the Trustee as trustee hereunder or its designee shall thereupon assume all of the rights and obligations of the
Master Servicer under the Selling and Servicing Contracts with respect to the related Mortgage Loans unless the Trustee elects to
terminate the Selling and Servicing Contracts with respect to such Mortgage Loans in accordance with the terms thereof. The
Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Master Servicer’s
interest therein with respect to the related Mortgage Loans and to have replaced the Master Servicer as a party to the Selling and
Servicing Contracts to the same extent as if the rights and duties under the Selling and Servicing Contracts relating to such
Mortgage Loans had been assigned to the assuming party, except that the Master Servicer shall not thereby be relieved of any
liability or obligations under the Selling and Servicing Contracts with respect to the Master Servicer’s duties to be
performed prior to its termination hereunder.


The Master Servicer at its expense
shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to the Selling and Servicing
Contracts and the Mortgage Loans then being master serviced by the Master Servicer and an accounting of amounts collected and held
by the Master Servicer and otherwise use its best efforts to effect the orderly and efficient transfer of the rights and duties
under the related Selling and Servicing Contracts relating to such Mortgage Loans to the assuming party.


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ARTICLE IV



Payments to Certificateholders; Payment of Expenses



Section 4.01.        Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual
Interest.  On each Distribution Date, the Trustee (or any duly appointed paying agent) (i) shall be
deemed to have distributed from the Certificate Account the REMIC I Distribution Amount to the Holders of the REMIC I Regular
Interests, and to have deposited such amount for their benefit into the Certificate Account and (ii) from the Certificate Account
shall distribute to the Class R Certificateholders, in accordance with the written statement received from the Master Servicer
pursuant to Section 4.02(b), the sum of (a) the Excess Liquidation Proceeds and (b) the amounts to be distributed to the Holders of
the Class R-1 Residual Interest pursuant to the definition of “REMIC I Distribution Amount” for such Distribution Date.
Amounts distributed pursuant to clause (ii) above shall be distributed by wire transfer in immediately available funds for the
account of each Class R Certificateholder, or by any other means of payment acceptable to each Class R Certificateholder of record
on the immediately preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), as specified
by each such Certificateholder and at the address of such Holder appearing in the Certificate Register. Notwithstanding any other
provision of this Agreement, no actual distributions pursuant to clause (i) of this Section 4.01 shall be made on account of the
deemed distributions described in this paragraph except in the event of a liquidation of REMIC II and not REMIC I.



Section 4.02.        Advances by the Master Servicer; Distribution Reports to the Trustee.


(a)        To the extent described below, the Master Servicer is obligated to
advance its own funds to the Certificate Account to cover any shortfall between (i) payments scheduled to be received in respect of
Mortgage Loans, and (ii) the amounts actually deposited in the Certificate Account on account of such payments (including amounts
advanced by a Servicer pursuant to a Selling and Servicing Contract). The Master Servicer’s obligation to make any advance or
advances described in this Section 4.02 is effective only to the extent that such advance is, in the good faith judgment of the
Master Servicer made on or before the second Business Day prior to each Distribution Date, reimbursable from Insurance Proceeds or
Liquidation Proceeds of the related Mortgage Loans or recoverable as late Monthly Payments with respect to the related Mortgage
Loans or otherwise.


Prior to the close of business on the
second Business Day prior to each Distribution Date, the Master Servicer shall determine whether or not it will make a Monthly
P&I Advance on the Business Day prior to such Distribution Date (in the event that the applicable Servicer fails to make such
advances) and shall furnish a written statement to the Trustee, the Paying Agent, if any, and to any Certificateholder requesting
the same, setting forth the aggregate amount to be advanced on account of principal and interest in respect of the Mortgage Loans,
stated separately.


In the event that the Master Servicer
shall be required to make a Monthly P&I Advance, it shall on the Business Day prior to the related Distribution Date either (i)
deposit in the Certificate Account an amount equal to such Monthly P&I Advance, (ii) make an appropriate entry in the records
of the Certificate Account that funds in such account being held for future distribution or withdrawal have been, as permitted by
this Section 4.02, used by the Master Servicer to make such Monthly P&I Advance, or (iii) make advances in the form of any
combination of (i) and (ii) aggregating the amount of such Monthly P&I Advance. Any funds being held for future distribution to
Certificateholders and so used shall be replaced by the Master Servicer by deposit in the Certificate Account on the Business Day
immediately preceding any future Distribution Date to the extent that funds in the Certificate Account on such Distribution Date
with respect to the Mortgage Loans shall be less than payments to Certificateholders required to be made on such date with respect
to the Mortgage Loans. Under each Selling and Servicing Contract, the Master Servicer is  


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entitled to receive from the Custodial
Accounts for P&I established by the Servicers amounts received by the applicable Servicers on particular Mortgage Loans as late
payments of principal and interest or as Liquidation or Insurance Proceeds and respecting which the Master Servicer has made an
unreimbursed advance of principal and interest. The Master Servicer is also entitled to receive other amounts from the related
Custodial Accounts for P&I established by the Servicers to reimburse itself for prior Nonrecoverable Advances respecting
Mortgage Loans serviced by such Servicers. The Master Servicer shall deposit these amounts in the Investment Account prior to
withdrawal pursuant to Section 3.05.


In accordance with Section 3.05,
Monthly P&I Advances are reimbursable to the Master Servicer from cash in the Investment Account or the Certificate Account to
the extent that the Master Servicer shall determine that any such advances previously made are Nonrecoverable Advances pursuant to
Section 4.03.


(b)        Prior to noon New York City time two Business Days prior to each
Distribution Date, the Master Servicer shall provide (x) the Trustee, (y) with respect to the Distribution Date that is the Auction
Distribution Date (as defined in the Auction Administration Agreement), the Auction Administrator and (z) the Company (if the
Company is no longer acting as Master Servicer) with a statement in writing of (1) (A) the amount, as applicable, of (i) interest,
(ii) the interest portion, if any, of Realized Losses, (iii) Uncompensated Interest Shortfall, (iv) scheduled principal, (v)
Principal Prepayments, (vi) Liquidation Principal, (vii) Subsequent Recoveries, (viii) the principal portion of Realized Losses
(after giving effect to any reduction thereof by application of any Cumulative Carry-Forward Subsequent Recoveries Amount), (ix)
the Residual Distribution Amount and (x) the Excess Liquidation Proceeds to be distributed or allocated, as applicable, to each
Class of Certificates on such Distribution Date and (B) the amount to be distributed to the Variable Servicing Interest on such
Distribution Date (such amounts to be determined in accordance with the definitions of “REMIC I Distribution Amount”
and “REMIC II Distribution Amount,” Section 4.01 and Section 4.04 hereof and other related definitions set forth in
Article I hereof); (2) the applicable Class Principal Balance after giving effect to such distributions and allocations; (3) the
Cumulative Carry-Forward Subsequent Recoveries Amount for such Distribution Date; (4) the amount of any Special Primary Insurance
Premium payable on such Distribution Date; and (5) with respect to the Distribution Date that is the Auction Distribution Date (as
defined in the Auction Administration Agreement), the Par Price (as defined in the Auction Administration Agreement) for each
Auction Certificate.



Section 4.03.        Nonrecoverable Advances. Any advance previously made by a Servicer pursuant to its Selling
and Servicing Contract with respect to a Mortgage Loan or by the Master Servicer that the Master Servicer shall determine in its
good faith judgment not to be ultimately recoverable from Insurance Proceeds or Liquidation Proceeds or otherwise with respect to
such Mortgage Loan or recoverable as late Monthly Payments with respect to such Mortgage Loan shall be a Nonrecoverable Advance.
The determination by the Master Servicer that it or the applicable Servicer has made a Nonrecoverable Advance or that any advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officer’s Certificate of the Master Servicer delivered to
the Trustee on the Determination Date and detailing the reasons for such determination.  Notwithstanding any other provision
of this Agreement, any insurance policy relating to the Mortgage Loans, or any other agreement relating to the Mortgage Loans to
which the Company or the Master Servicer is a party, (a) the Master Servicer and each Servicer shall not be obligated to, and shall
not, make any advance that, after reasonable inquiry and in its sole discretion, the Master Servicer or such Servicer shall
determine would be a Nonrecoverable Advance, and (b) the Master Servicer and each Servicer shall be entitled to reimbursement for
any advance as provided in Section 3.05(a)(i), (ii) and (iv) and Section 3.05(d) of this Agreement.


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Section 4.04.        Distributions to Certificateholders and Holder of the Variable Servicing Interest; Payment of Special Primary
Insurance Premiums. 


(a)        On each Distribution Date, the Trustee (or any duly appointed
paying agent) shall (i) subject to Section 3.05(a)(viii), withdraw from the Certificate Account any Special Primary Insurance
Premium payable on such Distribution Date and pay such amount to the insurer under the applicable Special Primary Insurance Policy
and (ii) withdraw from the Certificate Account the REMIC II Available Distribution Amount for such Distribution Date and
distribute, from the amount so withdrawn, to the extent of the REMIC II Available Distribution Amount, the REMIC II Distribution
Amount to the Certificateholders (including the Class R Certificateholders with respect to any distribution to the Holders of the
Class R-2 Residual Interest) and the Holders of the Variable Servicing Interest, all in accordance with the written statement
received from the Master Servicer pursuant to Section 4.02(b).  Any Special Primary Insurance Premiums distributed pursuant to
clause (i) above shall be distributed by any method specified in the Special Primary Insurance Policy as directed by the related
insurer to the Master Servicer.  Amounts distributed to the Certificateholders pursuant to clause (ii) above shall be
distributed by wire transfer in immediately available funds for the account of, or by check mailed to, each such Certificateholder
of record on the immediately preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), as
specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register.  Amounts
distributed to the Holder of the Variable Servicing Interest pursuant to clause (ii) above shall be distributed by wire transfer in
immediately available funds for the account of, or by check mailed to, the initial Servicer or any successor Servicer, as specified
by the Servicer.


(b)        All reductions in the Certificate Principal Balance of a
Certificate effected by distributions of principal and all allocations of Realized Losses made on any Distribution Date shall be
binding upon all Holders of such Certificate and of any Certificate issued upon the registration of transfer or exchange therefor
or in lieu thereof, whether or not such distribution is noted on such Certificate. The final distribution of principal of each
Certificate (and the final distribution upon the Class R Certificates upon (i) the termination of REMIC I and REMIC II and (ii) the
payment, or making provision for payment, of all liabilities of the Trust) shall be payable in the manner provided above only upon
presentation and surrender thereof on or after the Distribution Date therefor at the office or agency of the Certificate Registrar
specified in the notice delivered pursuant to Section 4.04(c)(ii) and Section 9.01(b).


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(c)        Whenever, on the basis of Curtailments, Payoffs and Monthly
Payments on the Mortgage Loans and Insurance Proceeds and Liquidation Proceeds received and expected to be received during the
Payoff Period, the Master Servicer has notified the Trustee in writing by the 15th day of any month that it believes that the
entire remaining unpaid Class Principal Balance of any Class of Certificates will become distributable on the next Distribution
Date, the Trustee shall, no later than the 18th day of the month of such Distribution Date, mail or cause to be mailed to each
Person in whose name a Certificate to be so retired is registered at the close of business on the Record Date and to the Rating
Agencies a notice to the effect that:


(i)                 
it is expected that funds sufficient to make such final distribution will be available in the Certificate Account on such
Distribution Date, and


(ii)                if
such funds are available, (A) such final distribution will be payable on such Distribution Date, but only upon presentation and
surrender of such Certificate at the office or agency of the Certificate Registrar maintained for such purpose (the address of
which shall be set forth in such notice), and (B) no interest shall accrue on such Certificate after such Distribution
Date.



Section 4.05.        Statements to Certificateholders. With each distribution from the Certificate Account on a
Distribution Date, the Trustee shall send to each Rating Agency and shall make available to each Certificateholder the statement
required by Section 4.02(b). The Trustee may make available such statement and certain other information, including, without
limitation, information required to be provided by the Trustee pursuant to Sections 3.12 and 3.13, to Certificateholders through
the Trustee’s Corporate Trust home page on the world wide web. Such web page is currently located at
“www.sf.citidirect.com.” The location of such web page and the procedures used therein are subject to change from time
to time at the Trustee’s discretion.


Upon request by any Certificateholder
or Rating Agency or the Trustee, the Master Servicer shall forward to such Certificateholder or Rating Agency and the Trustee and
the Company (if the Company is no longer acting as Master Servicer) an additional report which sets forth with respect to the
Mortgage Loans:



(a)        The number and aggregate Principal Balance of the Mortgage Loans
delinquent one, two and three months or more;



(b)        The (i) number and aggregate Principal Balance of Mortgage Loans
with respect to which foreclosure proceedings have been initiated, and (ii) the number and aggregate book value of Mortgaged
Properties acquired through foreclosure, deed in lieu of foreclosure or other exercise of rights respecting the Trust’s
security interest in the Mortgage Loans;



(c)        The amount of the Special Hazard Coverage available to the Senior
Certificates remaining as of the close of business on the applicable Determination Date;


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(d)        The amount of the Bankruptcy Coverage available to the Senior
Certificates remaining as of the close of business on the applicable Determination Date;



(e)        The amount of the Fraud Coverage available to the Senior
Certificates remaining as of the close of business on the applicable  Determination Date; and



(f)         The cumulative amount of Realized Losses allocated to the
related Certificates since the Cut-Off Date.


Upon request by any Certificateholder,
the Master Servicer, as soon as reasonably practicable, shall provide the requesting Certificateholder with such information as is
necessary and appropriate, in the Master Servicer’s sole discretion, for purposes of satisfying applicable reporting
requirements under Rule 144A of the Securities Act.


The Company may make available any
reports, statements or other information to Certificateholders through the Company’s home page on the world wide web. As of
the Closing Date, such web page is located at “www.wamumsc.com” and information is available by clicking on
“Investor Information.”



ARTICLE V



The Certificates



Section 5.01.        The Certificates.


(a)        The Certificates shall be substantially in the forms set forth in
Exhibit A and B with the additional insertion from Exhibit H attached hereto, and shall be executed by the Trustee on behalf of the
Trust, authenticated by the Trustee (or any duly appointed Authenticating Agent) and delivered (i) upon and pursuant to the order
of the Company and (ii) upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be issuable
in Authorized Denominations. Certificates shall be executed by manual or facsimile signature on behalf of the Trust by authorized
officers of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who were at the time of execution
the proper officers of the Trustee shall bind the Trust, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee
or any Authenticating Agent by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.


(b)        The following definitions apply for purposes of this Section 5.01:
“Disqualified Organization” means any Person which is not a Permitted Transferee, but does not include any
“Pass-Through Entity” which owns or holds a Residual Certificate and of which a Disqualified Organization, directly or
indirectly, may be a stockholder, partner or beneficiary; “Pass-Through Entity” means any regulated investment
company, real estate investment trust, common trust fund, partnership, trust or estate, and any organization to which Section 1381
of the Code applies; “Ownership Interest” means, with respect to any Residual Certificate, any ownership or
security interest in such Residual Certificate, including any interest in a Residual Certificate as the Holder thereof and any
other interest therein whether direct or indirect, legal or beneficial, as owner or as pledgee; “Transfer” means
any direct or indirect transfer or sale of, or directly or indirectly transferring or selling any Ownership Interest in a Residual
Certificate; and “Transferee” means any Person who is acquiring by Transfer any Ownership Interest in a Residual
Certificate.


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(c)        Restrictions on Transfers of the Residual Certificates to
Disqualified Organizations are set forth in this Section 5.01(c).


(i)                 
Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized
the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things
necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate
are expressly subject to the following provisions:



(A)       Each Person holding or acquiring any Ownership Interest in a Residual
Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status
as a Permitted Transferee.



(B)       In connection with any proposed Transfer of any Ownership Interest in a
Residual Certificate to a U.S. Person, the Trustee shall require delivery to it, and shall not register the Transfer of any
Residual Certificate until its receipt of (1) an affidavit and agreement (a “Transferee Affidavit and
Agreement”) attached hereto as Exhibit J from the proposed Transferee, in form and substance satisfactory to the Company,
representing and warranting, among other things, that it is not a Non-U.S. Person, that such transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a
nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest
in a Residual Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this
Section 5.01(c) and agrees to be bound by them, and (2) a certificate, attached hereto as Exhibit I, from the Holder wishing to
transfer the Residual Certificate, in form and substance satisfactory to the Company, representing and warranting, among other
things, that no purpose of the proposed Transfer is to allow such Holder to impede the assessment or collection of
tax.



(C)       Notwithstanding the delivery of a Transferee Affidavit and Agreement by
a proposed Transferee under clause (B) above, if the Trustee has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be
effected.


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(D)       Each Person holding or acquiring any Ownership Interest in a Residual
Certificate agrees by holding or acquiring such Ownership Interest (i) to require a Transferee Affidavit and Agreement from any
other Person to whom such Person attempts to transfer its Ownership Interest and to provide a certificate to the Trustee in the
form attached hereto as Exhibit J; (ii) to obtain the express written consent of the Company prior to any transfer of such
Ownership Interest, which consent may be withheld in the Company’s sole discretion; and (iii) to provide a certificate to the
Trustee in the form attached hereto as Exhibit I.


(ii)                The
Trustee shall register the Transfer of any Residual Certificate only if it shall have received the Transferee Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit J and all of such other
documents as shall have been reasonably required by the Trustee as a condition to such registration.


(iii)       (A)       If any “disqualified
organization” (as defined in Section 860E(e)(5) of the Code) shall become a holder of a Residual Certificate, then the last
preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Residual Certificate. If any Non-U.S. Person shall become a holder
of a Residual Certificate, then the last preceding holder which is a U.S. Person shall be restored, to the extent permitted by law,
to all rights and obligations as Holder thereof retroactive to the date of registration of the Transfer to such Non-U.S. Person of
such Residual Certificate. If a transfer of a Residual Certificate is disregarded pursuant to the provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such
Residual Certificate. Neither the Trust nor the Trustee shall be under any liability to any Person for any registration of Transfer
of a Residual Certificate that is in fact not permitted by this Section 5.01(c) or for making any payments due on such Certificate
to the holder thereof or for taking any other action with respect to such holder under the provisions of this
Agreement.



(B)       If any purported Transferee shall become a Holder of a Residual
Certificate in violation of the restrictions in this Section 5.01(c) and to the extent that the retroactive restoration of the
rights of the Holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable,
then the Company shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to sell such
Residual Certificate to a purchaser selected by the Company on such terms as the Company may choose. Such purported Transferee
shall promptly endorse and deliver each Residual Certificate in accordance with the instructions of the Company. Such purchaser may
be the Company itself or any affiliate of the Company. The proceeds of such sale, net of the commissions (which may include
commissions payable to the Company or its affiliates), expenses and taxes due, if any, shall be remitted by the Company to such
purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of
the Company, and the Company shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result
of its exercise of such discretion.


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(iv)       The Company, on behalf of the Trustee, shall make available, upon
written request from the Trustee, all information necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information regarding
“excess inclusions” of such Residual Certificates required to be provided to the Internal Revenue Service and certain
Persons as described in Treasury Regulation Section 1.860D-1(b)(5), and (B) as a result of any regulated investment company, real
estate investment trust, common trust fund, partnership, trust, estate or organizations described in Section 1381 of the Code
having as among its record holders at any time any Person who is not a Permitted Transferee. Reasonable compensation for providing
such information may be required by the Company from such Person.


(v)        The provisions of this Section 5.01 set forth prior to this
Section (v) may be modified, added to or eliminated by the Company and the Trustee, provided that there shall have been delivered
to the Trustee the following:



(A)       written notification from each of the Rating Agencies to the effect that
the modification, addition to or elimination of such provisions will not cause such Rating Agency to downgrade its then-current
Ratings of the Certificates; and



(B)       an Opinion of Counsel, in form and substance satisfactory to the Company
(as evidenced by a certificate of the Company), to the effect that such modification, addition to or absence of such provisions
will not cause REMIC I and REMIC II to cease to qualify as a REMIC and will not create a risk that (1) REMIC I and REMIC II may be
subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted Transferee
or (2) a Certificateholder or another Person will be subject to a REMIC-related tax caused by the Transfer of a Residual
Certificate to a Person which is not a Permitted Transferee.


(vi)       The following legend shall appear on all Residual
Certificates:



ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT
TO THE COMPANY AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING HEREINAFTER REFERRED
TO AS A “DISQUALIFIED ORGANIZATION”), OR (D) AN


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 AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH
TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN
REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THE CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.


(vii)      The Tax Matters Person for each of REMIC I and REMIC II, while not a
Disqualified Organization, shall be the tax matters person for the related REMIC within the meaning of Section 6231(a)(7) of the
Code and Treasury Regulation Section 1.860F-4(d).


(d)        In the case of any Junior Subordinate Certificate presented for
registration in the name of any Person, the Trustee shall require (i) an officer’s certificate substantially in the form of
Exhibit N attached hereto acceptable to and in form and substance satisfactory to the Trustee and the Company, which
officer’s certificate shall not be an expense of the Trust, the Trustee, the Master Servicer or the Company, and (ii) only if
such officer’s certificate indicates that a Benefit Plan Opinion is delivered in connection therewith, a Benefit Plan
Opinion.


In the case of any Residual Certificate
presented for registration in the name of any Person, the Trustee shall require (i) a Transferee Affidavit and Agreement which
includes the representation set forth in paragraph 19 of the form attached hereto as Exhibit J and (ii) only if the representation
set forth in such paragraph 19 indicates that a Benefit Plan Opinion is delivered in connection therewith, a Benefit Plan
Opinion.


(e)        No transfer, sale, pledge or other disposition of a Junior
Subordinate Certificate shall be made unless such transfer, sale, pledge or other disposition is made in accordance with this
Section 5.01(e) or Section 5.01(f).  Each Person who, at any time, acquires any ownership interest in any Junior Subordinate
Certificate shall be deemed by the acceptance or acquisition of such ownership interest to have agreed to be bound by the following
provisions of this Section 5.01(e) and Section 5.01(f), as applicable. No transfer of a Junior Subordinate Certificate shall be
deemed to be made in accordance with this Section 5.01(e) unless such transfer is made pursuant to an effective registration
statement under the Securities Act or unless the Trustee is provided with the certificates and an Opinion of Counsel, if required,
on which the Trustee may conclusively rely, to the effect that such transfer is exempt from the registration requirements under the
Securities Act, as follows:  In the event that a transfer is to be made in reliance upon an exemption from the Securities Act,
the Trustee shall require, in order to assure compliance with the Securities Act, that the Certificateholder desiring to effect
such transfer certify to the Trustee in writing, in substantially the form attached hereto as Exhibit F, the facts surrounding the
transfer, with such modifications to such Exhibit F as may be appropriate to reflect the actual facts of the proposed transfer, and
that the Certificateholder’s proposed transferee certify to the Trustee in
writing, in substantially the form attached hereto as Exhibit G, the facts
surrounding the transfer, with such modifications to such Exhibit G as may be
appropriate to reflect the actual facts of the proposed transfer. If such
certificate of the proposed transferee does not contain substantially the
substance of Exhibit G, the Trustee shall require an Opinion of Counsel that
such transfer may be made without registration, which Opinion of Counsel shall
not be obtained at the 


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expense of the
Trustee, the Trust or the Company. Such Opinion of Counsel shall allow for the
forwarding, and the Trustee shall forward, a copy thereof to the Rating
Agencies. Notwithstanding the foregoing, any Junior Subordinate Certificate may
be transferred, sold, pledged or otherwise disposed of in accordance with the
requirements set forth in Section 5.01(f).


(f)         To effectuate a Certificate transfer of a Junior Subordinate
Certificate in accordance with this Section 5.01(f), the proposed transferee of such Certificate must provide the Trustee and the
Company with an investment letter substantially in the form of Exhibit L attached hereto, which investment letter shall not be an
expense of the Trust, the Trustee or the Company, and which investment letter states that, among other things, such transferee (i)
is a “qualified institutional buyer” as defined under Rule 144A, acting for its own account or the accounts of other
“qualified institutional buyers” as defined under Rule 144A, and (ii) is aware that the proposed transferor intends to
rely on the exemption from registration requirements under the Securities Act provided by Rule 144A. Notwithstanding the foregoing,
the proposed transferee of such Certificate shall not be required to provide the Trustee or the Company with Annex 1 or Annex 2 to
the form of Exhibit L attached hereto if the Company so consents prior to each such transfer. Such transfers shall be deemed to
have complied with the requirements of this Section 5.01(f). The Holder of a Certificate desiring to effect such transfer does
hereby agree to indemnify the Trust, the Trustee, the Company, and the Certificate Registrar against any liability that may result
if transfer is not made in accordance with this Agreement.


(g)        (1)        In the case of any
ERISA Restricted Certificate presented for registration in the name of any Person, the prospective transferee shall be required to
provide the Trustee and the Company (A) an officer’s certificate substantially in the form of Exhibit O attached hereto
acceptable to and in form and substance satisfactory to the Trustee and the Company, which officer’s certificate shall not be
an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company, and (B) only if such
officer’s certificate indicates that a Benefit Plan Opinion is delivered in connection therewith, a Benefit Plan
Opinion.



(2)        Notwithstanding the foregoing, a certification (and, if
applicable, a Benefit Plan Opinion) as described in Section 5.01(g)(1) above will not be required with respect to the transfer of
any ERISA Restricted Certificate to a Clearing Agency, or for any subsequent transfer of any interest in a ERISA Restricted
Certificate for so long as such Certificate is a Book-Entry Certificate (each such ERISA Restricted Certificate, a
“Book-Entry ERISA Restricted Certificate”).  Any transferee of a Book-Entry ERISA Restricted Certificate
will be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest therein), that either
(i) such transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code, or any person (including an investment manager, a named fiduciary or a trustee of any such plan) acting, directly
or indirectly, on behalf of or purchasing such Certificate with “plan assets” of any such plan (a “Plan
Investor”), (ii) such transferee is an insurance company, the source of funds to be used by it to acquire or hold such
Certificate is an “insurance company general account” (within the meaning of Department of Labor Prohibited Transaction
Class Exemption (“PTCE”) 95-60), and the conditions in Sections I and III of PTCE 95-60 have been satisfied
(each entity that satisfies this clause (ii), a “Complying Insurance Company”) or (iii) such Certificate was
rated “BBB-” or better (or its equivalent) by at least one of the Rating Agencies at the time of such
transferee’s acquisition of such Certificate (or interest therein).


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(3)        If any Book-Entry ERISA Restricted Certificate (or any interest
therein) is acquired or held in violation of the provisions of Section 5.01(g)(2) above, then the last preceding transferee that
either (i) is not a Plan Investor, (ii) is a Complying Insurance Company or (iii) acquired such Certificate at a time when such
Certificate was rated “BBB-” or better (or its equivalent) by at least one of the Rating Agencies shall be restored, to
the extent permitted by law, to all rights and obligations as Beneficial Holder thereof retroactive to the date of transfer of such
Certificate by such preceding transferee.  Neither the Trust nor the Trustee shall be under any liability to any Person for
making any payments due on such Certificate to such preceding transferee.



(4)        Any purported Beneficial Holder whose acquisition or holding of
any Book-Entry ERISA Restricted Certificate (or interest therein) was effected in violation of the restrictions in this Section
5.01(g) shall indemnify and hold harmless the Company, the Trustee, the Delaware Trustee, the Master Servicer, the Trust and the
Underwriters from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.


(h)        (1)        In the case of any
Auction Certificate presented for registration in the name of any Person prior to the Distribution Date in June 2009, the
prospective transferee shall be required to provide the Trustee and the Company (A) an officer’s certificate substantially in
the form of Exhibit P attached hereto acceptable to and in form and substance satisfactory to the Trustee and the Company, which
officer’s certificate shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the
Company, and (B) only if such officer’s certificate indicates that a Benefit Plan Opinion is delivered in connection
therewith, a Benefit Plan Opinion.



(2)        Notwithstanding the foregoing, a certification (and, if
applicable, a Benefit Plan Opinion) as described in Section 5.01(h)(1) above will not be required with respect to the transfer of
any Auction Certificate to a Clearing Agency, or for any subsequent transfer of any interest in an Auction Certificate for so long
as such Certificate is a Book-Entry Certificate (each such Auction Certificate, a “Book-Entry Auction
Certificate”).  Any transferee of a Book-Entry Auction Certificate prior to the Distribution Date in  June 2009
will be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest therein), that either
(i) such transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code, or any person (including an investment manager, a named fiduciary or a trustee of any such plan) acting, directly
or indirectly, on behalf of or purchasing such Certificate with “plan assets” of any such plan (a “Plan
Investor”), or (ii) the acquisition and holding of such Certificate are eligible for the exemptive relief available under
Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14, 90-1, 91-38, 95-60 or
96-23.


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(3)        If any Book-Entry Auction Certificate (or any interest therein) is
acquired or held in violation of the provisions of Section 5.01(h)(2) above, then the last preceding transferee (i) that is not a
Plan Investor or (ii) whose acquisition and holding of such Certificate are eligible for the exemptive relief available under PTCE
84-14, 91-38, 90-1, 95-60 or 96-23 shall be restored, to the extent permitted by law, to all rights and obligations as Beneficial
Holder thereof retroactive to the date of transfer of such Certificate by such preceding transferee.  Neither the Trust nor
the Trustee shall be under any liability to any Person for making any payments due on such Certificate to such preceding
transferee.



(4)        Any purported Beneficial Holder whose acquisition or holding of
any Book-Entry Auction Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.01(h)
shall indemnify and hold harmless the Company, the Trustee, the Delaware Trustee, the Master Servicer, the Trust and the
Underwriters from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.



Section 5.02.        Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized
Denominations. The aggregate principal amount of the Certificates that may be authenticated and delivered
under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in
the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated
among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class
Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage
Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be
authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.



Section 5.03.        Registration of Transfer and Exchange of Certificates. The Trustee shall cause to be
maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and
address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate
Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or
its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar.


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Upon surrender for registration of
transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may
hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee shall execute, and the Trustee or any
Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other
Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon
surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for
exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and
deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or
surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied
by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the
Holder thereof or such Holder’s attorney duly authorized in writing.


Upon notice by the Auction
Administrator to the Trustee that the Holder of any Auction Certificate not held in book-entry form has failed to surrender such
Certificate for registration of transfer on the Auction Distribution Date (as defined in the Auction Administration Agreement), the
Trustee shall, upon request by the Auction Administrator, deem such Certificate cancelled and issue, authenticate and deliver, in
the name of the transferee designated by the Auction Administrator, a new Certificate in an Authorized Denomination of like
Certificate Principal Balance.


A reasonable service charge may be made
for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any exchange or transfer of Certificates.


All Certificates surrendered for
exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.



Section 5.04.        Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is
surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their
satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating
Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of
notice to the Trustee or any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee
shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as
applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require
the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement
Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or
with respect to the Class R Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued,
whether or not the lost or stolen Certificate shall be found at any time.


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Section 5.05.        Persons Deemed Owners. The Company, the Master Servicer, the Trust, the Trustee, the
Delaware Trustee and any agent of any of them may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01 and Section 4.04 and for all other purposes
whatsoever, and neither the Company, the Master Servicer, the Trust, the Trustee, the Delaware Trustee, the Certificate Registrar
nor any agent of the Company, the Master Servicer, the Trust, the Trustee or the Delaware Trustee shall be affected by notice to
the contrary.



Section 5.06.        Temporary Certificates. Upon the initial issuance of the Certificates, the Trustee on
behalf of the Trust may execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, temporary Certificates
which are printed, lithographed, typewritten or otherwise produced, in any Authorized Denomination, of the tenor of the definitive
Certificates in lieu of which they are issued and with such variations in form from the forms of the Certificates set forth as
Exhibits A, B and H hereto as the Trustee’s officers executing such Certificates may determine, as evidenced by their
execution of the Certificates.  Notwithstanding the foregoing, the Certificates may remain in the form of temporary
Certificates.


If temporary Certificates are issued,
the Trustee shall cause definitive Certificates to be prepared within ten Business Days after the Closing Date or as soon as
practicable thereafter. After preparation of definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the office or agency of the Trustee to be maintained as
provided in Section 5.10 hereof, without charge to the holder. Any tax or governmental charge that may be imposed in connection
with any such exchange shall be borne by the Master Servicer. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and
deliver in exchange therefor a like principal amount of definitive Certificates of Authorized Denominations. Until so exchanged,
the temporary Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive
Certificates.



Section 5.07.        Book-Entry for Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry
Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates of Authorized
Denomination representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of,
the Company. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co.,
the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder shall receive a definitive certificate representing
such Beneficial Holder’s interest in any Class of Book-Entry Certificate, except as provided above and in Section 5.09. Each
Book-Entry Certificate shall bear the following legend:


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Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of
transfer, exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


Unless and until definitive,
fully registered Book-Entry Certificates (the “Definitive Certificates”) have been issued to the Beneficial
Holders pursuant to Section 5.09:



(a)        the provisions of this Section 5.07 shall be in full force and
effect with respect to the Book-Entry Certificates;



(b)        the Master Servicer and the Trustee may deal with the Clearing
Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Book-Entry
Certificates) as the sole Certificateholder;



(c)        to the extent that the provisions of this Section 5.07 conflict
with any other provisions of this Agreement, the provisions of this Section 5.07 shall control; and



(d)        the rights of the Beneficial Holders shall be exercised only
through the Clearing Agency and the DTC Participants and shall be limited to those established by law and agreements between such
Beneficial Holders and the Clearing Agency and/or the DTC Participants. Pursuant to the Depositary Agreement, unless and until
Definitive Certificates are issued pursuant to Section 5.09, the initial Clearing Agency will make book-entry transfers among the
DTC Participants and receive and transmit distributions of principal and interest on the related Class of Book-Entry Certificates
to such DTC Participants.


For purposes of any provision of this
Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of Book-Entry Certificates
evidencing a specified Percentage Interest, such direction or consent may be given by the Clearing Agency at the direction of
Beneficial Holders owning Book-Entry Certificates evidencing the requisite Percentage Interest represented by the Book-Entry
Certificates. The Clearing Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such
actions are taken on behalf of the Beneficial Holders.



Section 5.08.        Notices to Clearing Agency. Whenever notice or other communication to the
Certificateholders is required under this Agreement, unless and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 5.09, the Trustee shall give all such notices and communications specified herein to be
given to Holders of the Book-Entry Certificates to the Clearing Agency which shall give such notices and communications to the
related DTC Participants in accordance with its applicable rules, regulations and procedures.


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Section 5.09.        Definitive Certificates. If (a) the Clearing Agency or the Master Servicer notifies the
Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the
Depositary Agreement with respect to the Book-Entry Certificates and the Trustee or the Master Servicer is unable to locate a
qualified successor, (b) the Master Servicer, with the consent of the related DTC Participants, advises the Trustee in writing that
it elects to terminate the book-entry system with respect to the Book-Entry Certificates through the Clearing Agency or (c) after
the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests
aggregating not less than 662⁄3% of the aggregate Class Principal Balance of such Certificates advise the Trustee and the
Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry
Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with respect to such
Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of
the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall
execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the
Company, the Master Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all
of the Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the
Trustee shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.


Each Definitive Certificate that is an
Auction Certificate and is issued before the Distribution Date in  June 2009 shall bear the following
legend:


PURSUANT TO THE AUCTION ADMINISTRATION
AGREEMENT AND THE PAR PRICE PAYMENT AGREEMENT (EACH AS DEFINED IN THE POOLING AGREEMENT), THE HOLDER OF THIS CERTIFICATE WILL BE
REQUIRED TO SURRENDER THIS CERTIFICATE PRIOR TO THE DISTRIBUTION DATE IN APRIL 2009 TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER TO A THIRD-PARTY INVESTOR, AND IN EXCHANGE THEREFOR THE HOLDER OF THIS CERTIFICATE WILL RECEIVE, TO THE EXTENT RECEIVED
PURSUANT TO THE AUCTION ADMINISTRATION AGREEMENT AND THE PAR PRICE PAYMENT AGREEMENT, THE PAR PRICE (AS DEFINED IN THE AUCTION
ADMINISTRATION AGREEMENT) FOR THIS CERTIFICATE.



Section 5.10.        Office for Transfer of Certificates. The Trustee shall maintain in New York, New York an
office or agency where Certificates may be surrendered for registration of transfer or exchange. The Corporate Trust Office is
initially designated for said purposes.



Section 5.11.        Nature of Certificates. The Certificates shall be personal property giving only the rights
specifically set forth therein and in this Agreement.  The Certificates shall have no preemptive or similar rights and when
issued and delivered to the Holders against payment of the purchase price therefor will be fully paid and nonassessable by the
Trust.  The Holders of the Certificates, in their capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of
Delaware. THE RECEIPT AND ACCEPTANCE OF A CERTIFICATE OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER,
WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL
OTHERS HAVING A BENEFICIAL INTEREST IN SUCH CERTIFICATE OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE
AGREEMENT OF THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING, OPERATIVE AND
EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.


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ARTICLE VI



The Company and the Master Servicer



Section 6.01.        Liability of the Company and the Master Servicer. The Company and the Master Servicer
shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the
Company or the Master Servicer, as applicable, herein.



Section 6.02.        Merger or Consolidation of the Company, or the Master Servicer. Any Corporation into which
the Company or the Master Servicer may be merged or consolidated, or any Corporation resulting from any merger, conversion or
consolidation to which the Company or the Master Servicer shall be a party, or any Corporation succeeding to the business of the
Company or the Master Servicer, shall be the successor of the Company or the Master Servicer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.



Section 6.03.        Limitation on Liability of the Company, the Master Servicer and Others. Neither the
Company nor the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall
be under any liability to the Trust, the Holders of the REMIC I Regular Interests, the Holder of the Variable Servicing Interest or
the Certificateholders for any action taken by such Person or by a Servicer or for such Person's or Servicer's refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Company, the Master Servicer or any such Person against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of
duties and obligations hereunder. The Company, the Master Servicer and any director, officer, employee or agent of the Company or
the Master Servicer may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any
matters arising hereunder. The Company, the Master Servicer and any director, officer, employee or agent of the Company or the
Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection
with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any
Mortgage Loan (other than as otherwise permitted in this Agreement) or incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The
Company and the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in
any expense or liability; provided, however, that the Company or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights
and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs
of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Company and the
Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account, as provided by Section 3.05.


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Section 6.04.        The Company and the Master Servicer not to Resign. The Company shall not resign from the
obligations and duties (including, without limitation, its obligations and duties as initial Master Servicer) hereby imposed on it
except upon determination that its duties hereunder are no longer permissible under applicable law. Any successor Master Servicer
shall not resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination permitting the resignation of the Company or any successor Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become
effective until the Trustee or a successor Master Servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02 hereof.


If the Company is
no longer acting as Master Servicer, then the successor Master Servicer shall give prompt written notice to the Company of any
information received by such successor Master Servicer which affects or relates to an ongoing obligation or right of the Company
under this Agreement.



Section 6.05.        Trustee Access. The Master
Servicer shall afford the Company and the Trustee, upon reasonable notice, during normal business hours access to all records
maintained by the Master Servicer, in respect of the Mortgage Loans and in respect of its rights and obligations hereunder and
access to such of its officers as are responsible for such obligations.  Upon reasonable request, the Master Servicer, shall
furnish the Company and the Trustee with its most recent financial statements (or, for so long as the Company is the Master
Servicer, the most recent consolidated financial statements for the Company appearing in the audited financial statements of
Washington Mutual, Inc., or the entity with whose financial statements the financial statements of the Company are consolidated)
and such other information as it possesses, and which it is not prohibited by law or, to the extent applicable, binding obligations
to third parties with respect to confidentiality from disclosing, regarding its business, affairs, property and condition,
financial or otherwise.


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ARTICLE VII



Default 



Section 7.01.        Events of Default. (a) In case one or more of the following Events of Default by the
Master Servicer or by a successor Master Servicer shall occur and be continuing, that is to say:


(i)                 
Any failure by the Master Servicer to deposit into the Certificate Account any payment required to be deposited therein by the
Master Servicer under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon
which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the
Trustee or to the Master Servicer and the Trustee by the Holders of Certificates evidencing Percentage Interests aggregating not
less than 25% of REMIC II; or


(ii)               
Failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in the Certificates or in this Agreement which continues unremedied for a
period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer by the Trustee, or to the Master Servicer and the Trustee by the Holders of Certificates evidencing
Percentage Interests aggregating not less than 25% of REMIC II; or


(iii)               A decree
or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding‐up or liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or


(iv)              The Master
Servicer shall consent to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master
Servicer or of or relating to all or substantially all of its property; or


(v)                The
Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations; or


(vi)              Any failure of
the Master Servicer to make any Monthly P&I Advance (other than a Nonrecoverable Advance) which continues unremedied at the
opening of business on the Distribution Date in respect of which such Monthly P&I Advance was to have been made;


then, and in each and every such
case, so long as an Event of Default shall not have been remedied, either the Trustee or the Holders of Certificates evidencing
Percentage Interests aggregating not less than 25% of REMIC II, by notice in writing to the Company and the Master Servicer (and to
the Trustee if given by the Certificateholders, in which case such notice shall set forth evidence reasonably satisfactory to the
Trustee that such Event of Default has occurred and shall not have been remedied) may terminate all of the rights (other than its
right to reimbursement for advances) and obligations of the Master Servicer, including its right to the Master  


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Servicing Fee, under
this Agreement and in and to the Mortgage Loans and the proceeds thereof, if any. Such determination shall be final and binding. On
or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this Section 7.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney‐in‐fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the transfer to the Trustee for administration by it of all
cash amounts which shall at the time be credited by the Master Servicer to the Certificate Account or thereafter be received with
respect to the Mortgage Loans.


Notwithstanding the foregoing, if an
Event of Default described in clause (vi) of this Section 7.01(a) shall occur, the Trustee shall, by notice in writing to the
Master Servicer, which may be delivered by telecopy, immediately suspend all of the rights and obligations of the Master Servicer
thereafter arising under this Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement
of Monthly P&I Advances and other advances of its own funds, and the Trustee shall act as provided in Section 7.02 to carry out
the duties of the Master Servicer, including the obligation to make any Monthly P&I Advance the nonpayment of which was an
Event of Default described in clause (vi) of this Section 7.01(a). Any such action taken by the Trustee must be prior to the
distribution on the relevant Distribution Date. If the Master Servicer shall within two Business Days following such suspension
remit to the Trustee the amount of any Monthly P&I Advance the nonpayment of which by the Master Servicer was an Event of
Default described in clause (vi) of this Section 7.01(a), the Trustee, subject to the last sentence of this paragraph,
shall permit the Master Servicer to resume its rights and obligations as Master Servicer hereunder. The Master Servicer agrees that
it will reimburse the Trustee for actual, necessary and reasonable costs incurred by the Trustee because of action taken pursuant
to clause (vi) of this Section 7.01(a). The Master Servicer agrees that if an Event of Default as described in clause (vi) of this
Section 7.01(a) shall occur more than two times in any twelve month period, the Trustee shall be under no obligation to permit the
Master Servicer to resume its rights and obligations as Master Servicer hereunder.


(b)        In case one or more of the following Events of Default by the
Company shall occur and be continuing, that is to say:


(i)         Failure on the part of the Company duly to observe or
perform in any material respect any of the covenants or agreements on the part of the Company contained in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of
Certificates evidencing Percentage Interests aggregating not less than 25% of REMIC II; or


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(ii)        A decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the
winding‐up or liquidation of its affairs, shall have been entered against the Company and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or


(iii)       The Company shall consent to the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Company or of or relating to all or substantially all of its property;
or


(iv)       The Company shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute,
make an assignment for the benefit of creditors, or voluntarily suspend payment of its obligations;


then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of REMIC II, by notice in writing to the Company and the Trustee, may direct the Trustee in
accordance with Section 10.03 to institute an action, suit or proceeding in its own name as Trustee hereunder to enforce the
Company's obligations hereunder.


(c)        In any circumstances in which this Agreement states that
Certificateholders owning Certificates evidencing a certain Percentage Interest in REMIC II may take certain action, such action
shall be taken by the Trustee, but only if the requisite percentage of Certificateholders required under this Agreement for taking
like action or giving like instruction to the Trustee under this Agreement shall have so directed the Trustee in
writing.



Section 7.02.        Trustee to Act; Appointment of Successor.


(a)        On and after the date on which the Master Servicer receives a
notice of termination pursuant to Section 7.01 or the Master Servicer resigns pursuant to Section 6.04, the Trustee shall be the
successor in all respects to the Master Servicer under this Agreement and under the Selling and Servicing Contracts with respect to
the Mortgage Loans in the Mortgage Pool and with respect to the transactions set forth or provided for herein and shall have all
the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto arising on or after such
date of termination or resignation placed on the Master Servicer by the terms and provisions hereof and thereof, and shall have the
same limitations on liability herein granted to the Master Servicer; provided, that
the Trustee shall not under any circumstances be responsible for any representations and warranties or any Purchase Obligation of
the Company or any liability incurred by the Master Servicer prior to such date of termination or resignation and the Trustee shall
not be obligated to make a Monthly P&I Advance if it is prohibited by law from so doing. As compensation therefor, the Trustee
shall be entitled to all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to retain or to
withdraw from the Certificate Account if the Master Servicer had continued to act hereunder, except for those amounts due to the
Master Servicer as reimbursement for advances previously made or amounts previously expended and are otherwise reimbursable
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a
net  


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worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of
the responsibilities, duties or liabilities of the Master Servicer hereunder. Pending any such appointment, the Trustee is
obligated to act in such capacity. In connection with such appointment and assumption, the Trustee may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall, together with the compensation to the Trustee,
be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such actions, consistent
with this Agreement, as shall be necessary to effectuate any such succession.


(b)        In connection with any termination or resignation of the Master
Servicer hereunder, in the event that any of the Mortgage Loans are MERS Loans, either (i) the successor Master Servicer (including
the Trustee if the Trustee is acting as successor Master Servicer) shall represent and warrant that it is a member of MERS in good
standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing
of the MERS Loans, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in registering
the transfer of servicing of the MERS Loans to the successor Master Servicer on the MERS® System in accordance with MERS’
rules and procedures, or (ii) if the successor Master Servicer is not a member of MERS, the predecessor Master Servicer shall
cooperate with the successor Master Servicer in (A) de-registering the MERS Loans from the MERS® System and (B) causing MERS to
execute and deliver an assignment from MERS to the Trust of the Mortgage securing each MERS Loan in recordable form and in the form
otherwise provided under clause (X)(iii) of the definition of “Mortgage File” herein and to execute and deliver such
other notices, documents and other instruments as may be necessary or desirable to effect such de-registration and assignment. The
predecessor Master Servicer shall bear any and all fees of MERS and all fees and costs of preparing and recording any assignments
of Mortgages as required under this Section 7.02(b).



Section 7.03.        Notification to Certificateholders. Upon any such termination or appointment of a
successor to the Master Servicer, the Trustee shall give prompt written notice thereof to the Certificateholders at their
respective addresses appearing in the Certificate Register.



ARTICLE VIII



Concerning the Trustees 



Section 8.01.        Duties of Trustees.


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(a)        The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived) the Trustee
shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own
affairs.


(b)        The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished to it which are specifically required to be
furnished to it pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any such
certificate, statement, opinion, report, or other order or instrument furnished by the Company or Master Servicer to the Trustee
pursuant to this Agreement.


(c)        No provision of this Agreement shall be construed to relieve the
Trustee or the Delaware Trustee from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct; provided, however, that:


(i)                 
Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement,


(ii)               
Neither the Trustee nor the Delaware Trustee shall be liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee
or the Delaware Trustee, and, in the absence of bad faith on the part of the Trustee or the Delaware Trustee, such trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates
or opinions furnished to such trustee and conforming to the requirements of this Agreement; and


(iii)               Neither
the Trustee nor the Delaware Trustee shall be personally liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Certificateholders holding Certificates which evidence Percentage Interests
aggregating not less than 25% of REMIC II relating to the time, method and place of conducting any proceeding for any remedy
available to such trustee, or relating to the exercise of any trust or power conferred upon such trustee under this
Agreement.


(d)        Within ten Business Days after the occurrence of any Event of
Default known to the Trustee, the Trustee shall transmit by mail to the Rating Agencies notice of each Event of Default. Within 90
days after the occurrence of any Event of Default known to the Trustee, the Trustee shall transmit by mail to all
Certificateholders (with a copy to the Rating Agencies) notice of each Event of Default, unless such Event of Default shall have
been cured or waived; provided, however, the Trustee shall be protected in withholding such notice if and so long as a Responsible
Officer of the Trustee in good faith determines that the withholding of such notice is in the best interests of the
Certificateholders; and provided, further, that in the case of any Event of Default of the character specified in Section 7.01(i)
and Section 7.01(ii) no such notice to Certificateholders or to the Rating Agencies shall be given until at least 30 days after the
occurrence thereof.


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(e)        The immediately following sentence shall constitute the Trustee's
notice required by the U.S. Patriot Act.  In order to comply with its duties under the U.S. Patriot Act, the Trustee shall
obtain and verify certain information and documentation from the other parties to this Agreement including, but not limited to,
each such party’s name, address, and other identifying information.



Section 8.02.        Certain Matters Affecting the Trustees. Except as otherwise provided in Section 8.01:


(i)         Each of the Trustee and the Delaware Trustee may request and
rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document believed by it to be genuine and to have been signed or presented by the proper party or
parties;


(ii)        Each of the Trustee and the Delaware Trustee may consult with
counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;


(iii)       Neither the Trustee nor the Delaware Trustee shall be personally
liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;


(iv)       Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, neither the Trustee nor the Delaware Trustee shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of
Certificates evidencing Percentage Interests aggregating not less than 25% of REMIC II; provided, however, that if the payment
within a reasonable time to the Trustee or the Delaware Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of such trustee, not reasonably assured to such trustee by the security, if
any, afforded to it by the terms of this Agreement, such trustee may require reasonable indemnity against such expense or liability
as a condition to proceeding;


(v)        Each of the Trustee and the Delaware Trustee may execute the trust
or any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys selected by it
with reasonable care or (as in the case of the Initial Custodian) designated by the Company;


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(vi)       Neither the Trustee nor the Delaware Trustee shall be deemed to have
knowledge or notice of any matter, including without limitation an Event of Default, unless actually known by a Responsible
Officer, or unless written notice thereof referencing this Agreement or the Certificates is received at the Notice Address of such
trustee;


(vii)    In no event shall the Trustee or the Delaware Trustee be held liable for acts or
omissions of the Master Servicer or the other trustee (excepting the Trustee’s own actions as Master Servicer).  
No provision of this Agreement shall require the Trustee or the Delaware Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder (except for the giving of required notices), or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it; and


(viii)      When the Trustee is acting as Master Servicer pursuant to Section 7.02, and
to the extent permitted under applicable law, the Trustee is hereby authorized, in making or disposing of any investment permitted
hereunder, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or its affiliate
is acting as an agent of the Trustee or of any third person or dealing as principal for its own account.


(ix)       Except as expressly provided in this Agreement, in no event shall the
Trustee be under any duty or obligation to monitor, determine, investigate or compel compliance by the Trust with the requirements
of the Statutory Trust Statute; and



(x)        In no event shall the Trustee be obligated or responsible for
preparing, executing, filing or delivering in respect of the Trust or another party either (A) any report or filing required by the
Securities and Exchange Commission to be prepared, executed, filed or delivered in respect of the Trust or another party or (B) any
certification in respect of a report or filing required by the Securities and Exchange Commission.



Section 8.03.        Trustees Not Liable for Certificates or Mortgage Loans.  The recitals contained
herein (other than those relating to the due organization, power and authority of the Trustee and the Delaware Trustee) and in the
Certificates (other than the execution of, and certificate of authentication on, the Certificates) shall be taken as the statements
of the Company or the Trust, as applicable, and neither the Trustee nor the Delaware Trustee assumes any responsibility for their
correctness. Neither the Trustee nor the Delaware Trustee makes any representations as to the validity or sufficiency of this
Agreement or of the Certificates or any Mortgage Loan. Neither the Trustee nor the Delaware Trustee shall be accountable for the
use or application by the Company or the Trust, as applicable, of any of the Certificates or of the proceeds of such Certificates,
or for the use or application of any funds paid to the Master Servicer, the Servicers or the Company in respect of the Mortgage
Loans or deposited into the Custodial Accounts for P&I, any Buydown Fund Account, or the Custodial Accounts for P&I by any
Servicer or into the Investment Account, or the Certificate Account by the Master Servicer or the Company.


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Section 8.04.        Trustees May Own Certificates.  The Trustee, the Delaware Trustee or any agent or
affiliate of such trustee, in its individual or any other capacity, may become the owner or pledgee of Certificates with the same
rights it would have if it were not trustee.



Section 8.05.        The Master Servicer to Pay Trustees’ Fees and Expenses.  Subject to separate
written agreements with the Trustee and the Delaware Trustee, the Master Servicer covenants and agrees to, and the Master Servicer
shall, pay each of the Trustee and the Delaware Trustee from time to time, and such trustee shall be entitled to payment, for all
services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and
duties hereunder of such trustee. Except as otherwise expressly provided herein, the Master Servicer shall pay or reimburse each of
the Trustee and the Delaware Trustee upon such trustee’s request for all reasonable expenses and disbursements incurred or
made by such trustee in accordance with any of the provisions of this Agreement and indemnify such trustee from any loss, liability
or expense incurred by it hereunder (including the reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ and any expenses which arise out of or are imposed upon the Trustee or the Delaware Trustee
in connection with the creation, operation or termination of the Trust) except any such expense or disbursement as may arise from
its own negligence or bad faith. Such obligation shall survive the termination of this Agreement or resignation or removal of the
Trustee or the Delaware Trustee. The Tax Matters Person shall, at its expense, prepare or cause to be prepared all federal and
state income tax and franchise tax and information returns relating to REMIC I or REMIC II required to be prepared or filed by the
Trustee or the Delaware Trustee and shall indemnify the Trustee and the Delaware Trustee for any liability of such trustees arising
from any error in such returns.



Section 8.06.        Eligibility Requirements for Trustees. The Trustee hereunder shall at all times be (i) an
institution insured by the FDIC, (ii) a Corporation organized and doing business under the laws of the United States of America or
of any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal or state authority and (iii) acceptable to the Rating Agencies. If
such Corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any aforementioned
supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such
Corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published.  The Delaware Trustee hereunder shall at all times have its principal place of business in the State of Delaware
and shall satisfy the applicable requirements under the laws of the State of Delaware authorizing it to act as the Delaware trustee
of the Trust.  In case at any time the Trustee or the Delaware Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, such trustee shall resign immediately in the manner and with the effect specified in Section
8.07.



Section 8.07.        Resignation and Removal of Trustees. Each of the Trustee and the Delaware Trustee may at
any time resign and be discharged from the trust hereby created by giving written notice thereof to the Master Servicer. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor
trustee.


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If at any time the Trustee or the
Delaware Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Master Servicer, or if at any time the Trustee or the Delaware Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of such trustee or of its property shall be appointed, or any
public officer shall take charge or control of such trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Master Servicer may remove such trustee and appoint a successor trustee by written
instrument, in duplicate, copies of which instrument shall be delivered to the trustee so removed, the trustee continuing in its
capacity and the successor trustee.


The Holders of Certificates evidencing
Percentage Interests aggregating more than 50% of REMIC II may at any time remove the Trustee or the Delaware Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys in-fact duly
authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so
removed and one complete set to the successor so appointed.


Any resignation or removal of the
Trustee or the Delaware Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08. Any expenses associated with
the resignation of the Trustee or the Delaware Trustee shall be borne by such trustee, and any expenses associated with the removal
of the Trustee or the Delaware Trustee shall be borne by the Master Servicer.



Section 8.08.        Successor Trustee. Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Trustee or Delaware Trustee herein. The predecessor shall deliver
to the successor trustee all Mortgage Files, related documents, statements and all other property held by it hereunder, and the
Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and
obligations.


No successor trustee shall accept
appointment as provided in this Section 8.08 unless at the time of such appointment such successor trustee shall be eligible under
the provisions of Section 8.06.


Upon acceptance of appointment by a
successor trustee as provided in this Section 8.08, the Master Servicer shall mail notice of the succession of such trustee
hereunder to (i) all Certificateholders at their addresses as shown in the Certificate Register and (ii) the Rating Agencies. If
the Master Servicer fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed.


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Section 8.09.        Merger or Consolidation of Trustee. Any Corporation into which the Trustee or the Delaware
Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion
or consolidation to which the Trustee or the Delaware Trustee shall be a party, or any Corporation succeeding to the corporate
trust business of such trustee, shall be the successor of such trustee hereunder, provided such resulting or successor Corporation
shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding.



Section 8.10.        Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions
hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the assets of the
Trust may at the time be located, the Master Servicer and the Trustee or the Delaware Trustee, as applicable, acting jointly shall
have the power and shall execute and deliver all instruments to appoint one or more Persons approved by such trustee to act as
co-trustee or co-trustees, jointly with such trustee, or separate trustee or separate trustees, of all or any part of the assets of
the Trust and to vest in such Person or Persons, in such capacity, such title to the assets of the Trust, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee or the Delaware Trustee, as applicable, may consider necessary or desirable; provided, that the Trustee or the
Delaware Trustee, as applicable, shall remain liable for all of its obligations and duties under this Agreement. If the Master
Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an
Event of Default shall have occurred and be continuing, the Trustee or the Delaware Trustee, as applicable, alone shall have the
power to make such appointment; provided, that such trustee shall remain liable for all of its obligations and duties under this
Agreement. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee
under Section 8.06 hereunder and no notice to Certificateholders of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 8.08 hereof.


In the case of any appointment of a
co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon
the Trustee or the Delaware Trustee, as applicable, shall be conferred or imposed upon and exercised or performed by the Trustee or
the Delaware Trustee, as applicable, and such separate trustee or co-trustee jointly and severally, except to the extent that under
any law of any jurisdiction in which any particular act or acts are to be performed by the Trustee or the Delaware Trustee, as
applicable (whether as Trustee or Delaware Trustee hereunder or as successor to the Master Servicer hereunder), such trustee shall
be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the assets of the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee or the Delaware Trustee, as applicable.


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Any notice, request or other writing
given to the Trustee or the Delaware Trustee shall be deemed to have been given to each of the then related separate trustee(s) and
co-trustee(s), as effectively as if given to each of them. Every instrument appointing any separate trustee(s) or co-trustee(s)
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with
the Trustee or the Delaware Trustee, as applicable, or separately, as may be provided therein, subject to all the provisions of
this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee or the Delaware Trustee, as applicable. Every such instrument shall be filed with the Trustee
or the Delaware Trustee, as applicable.


Any separate trustee or co-trustee may,
at any time, constitute the Trustee or the Delaware Trustee, as applicable, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its
name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and the trust shall vest in and be exercised by the Trustee or the Delaware Trustee, as applicable, to
the extent permitted by law, without the appointment of a new or successor trustee.



Section 8.11.        Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which
shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to
the authentication of Certificates by the Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed
on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Master Servicer and must
be a corporation, trust company or banking association organized and doing business under the laws of the United States of America
or of any state, having an office and place of business in New York, New York, having a combined capital and surplus of at least
$15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state
authorities.


Any corporation into which any
Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in
accordance with the provisions of the first paragraph of this Section 8.11 without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.


Any Authenticating Agent may at any
time resign by giving written notice of resignation to the Trustee and the Master Servicer. The Trustee may, upon prior written
approval of the Master Servicer, at any time terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of the
first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Master Servicer, a successor
Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such
appointment to all Certificateholders. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its 


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predecessor
hereunder, with like effect as if originally named as Authenticating Agent. Any
reasonable compensation paid to an Authenticating Agent shall be a reimbursable
expense pursuant to Section 8.05 if paid by the Trustee.



Section 8.12.        Paying Agents. The Trustee may appoint one or more Paying Agents which shall be authorized
to act on behalf of the Trustee in making withdrawals from the Certificate Account, and distributions to Certificateholders as
provided in Section 4.01, Section 4.04(a) and Section 9.01(b) to the extent directed to do so by the Master Servicer. Wherever
reference is made in this Agreement to the withdrawal from the Certificate Account by the Trustee, such reference shall be deemed
to include such a withdrawal on behalf of the Trustee by a Paying Agent. Whenever reference is made in this Agreement to a
distribution by the Trustee or the furnishing of a statement to Certificateholders by the Trustee, such reference shall be deemed
to include such a distribution or furnishing on behalf of the Trustee by a Paying Agent. Each Paying Agent shall provide to the
Trustee such information concerning the Certificate Account as the Trustee shall request from time to time. Each Paying Agent must
be reasonably acceptable to the Master Servicer and must be a corporation, trust company or banking association organized and doing
business under the laws of the United States of America or of any state, having a principal office and place of business in New
York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business
and subject to supervision or examination by federal or state authorities.


Any corporation into which any Paying
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which any Paying Agent shall be a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such corporation after the consummation of such merger,
conversion, consolidation or succession meets the eligibility requirements of this Section 8.12.


Any Paying Agent may at any time resign
by giving written notice of resignation to the Trustee and to the Master Servicer; provided, that the Paying Agent has returned to
the Certificate Account or otherwise accounted, to the reasonable satisfaction of the Master Servicer, for all amounts it has
withdrawn from the Certificate Account. The Trustee may, upon prior written approval of the Master Servicer, at any time terminate
the agency of any Paying Agent by giving written notice of termination to such Paying Agent and to the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any time any Paying Agent shall cease to be eligible in
accordance with the provisions of the first paragraph of this Section 8.12, the Trustee may appoint, upon prior written approval of
the Master Servicer, a successor Paying Agent, shall give written notice of such appointment to the Master Servicer and shall mail
notice of such appointment to all Certificateholders. Any successor Paying Agent upon acceptance of its appointment hereunder shall
become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if
originally named as Paying Agent. Any reasonable compensation paid to any Paying Agent shall be a reimbursable expense pursuant to
Section 8.05 if paid by the Trustee.


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Section 8.13.        Duties of Delaware Trustee.


(a)        The Delaware Trustee is appointed to serve as the trustee of the
Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Statutory Trust Statute
that the Trust have at least one trustee with a principal place of business in Delaware.  It is understood and agreed by the
parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the Trustee.


(b)        The duties of the Delaware Trustee shall be limited to (i)
accepting legal process served on the Trust in the State of Delaware, (ii) the execution of any certificates with respect to the
Trust required to be filed with the Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the
Statutory Trust Statute and (iii) such other duties as are set forth in this Article VIII.  To the extent that, at law or in
equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or the Holders
of the REMIC I Regular Interests or the Certificates, it is hereby understood and agreed by the parties hereto that such duties and
liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this
Agreement.



Section 8.14.        Amendment to Certificate of Trust.  If at any time required by Section 3810 of the
Statutory Trust Statute, the Trustee, the Delaware Trustee and any other trustee of the Trust shall cause an amendment to the
Certificate of Trust to be filed with the Secretary of State in accordance with the provisions of such Section 3810.



Section 8.15.        Limitation of Liability. It is expressly understood and agreed by the parties hereto that
(a) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as
personal representations, undertakings and agreements by the Trustee but is made and intended for the purpose of binding only the
Trust and (b) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the
Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the
Trust under this Agreement.



ARTICLE IX



Termination 



Section 9.01.        Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans.


(a)        Except as otherwise set forth in this Article IX, including,
without limitation, the obligation of the Master Servicer to make payments to Certificateholders as hereafter set forth, the Trust
and the respective obligations and responsibilities of the Company, the Master Servicer, the Trustee and the Delaware Trustee
created hereby shall terminate in accordance with Section 3808 of the Statutory Trust Statute upon (i) the purchase by the Master
Servicer pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans (other than Liquidated Mortgage Loans),
all property acquired in respect of any Mortgage Loan remaining in the Trust and all other property included in any REMIC formed under this Agreement
at a price equal to the sum of (x) the excess of (A) 100% of the aggregate outstanding Principal Balance of such Mortgage Loans
(other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan
(other than a Liquidated Mortgage Loan) through the last day of the month of such purchase, over (B) with respect to any Mortgage
Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such Mortgage Loan as of
the date of such purchase by the Master Servicer to the extent that the Principal Balance of such Mortgage Loan has not been
previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of the  


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effective date of the termination of
the Trust of (A) all property in the Trust which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of
foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (B) all other property included in any REMIC formed under this
Agreement, any such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the
Trustee, less the sum of all unreimbursed advances made by the Master Servicer pursuant to this Agreement or by a Servicer pursuant
to its Selling and Servicing Contract, other than advances made with respect to Mortgage Loans as to which the Master Servicer
expects at the time of such purchase, in its sole judgment, that foreclosure is not imminent, or (ii) the later of the final
payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure in respect of any Mortgage Loan, and the payment to the Certificateholders of
all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust continue beyond the
expiration of 21 years from the death of the survivor of the issue of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James, living on the date hereof. Neither the Master Servicer nor any Servicer shall have any further right to
reimbursement by the Trust for any advance that is used to reduce the purchase price of the Mortgage Loans pursuant to the
immediately preceding sentence.


On any Distribution Date after the first date on which
the aggregate Principal Balance of the Mortgage Loans is less than the Clean-Up Call Percentage of the aggregate Principal Balance
of the Mortgage Loans as of the Cut-Off Date, the Master Servicer may purchase the outstanding Mortgage Loans (other than
Liquidated Mortgage Loans), all property acquired in respect of any Mortgage Loan remaining in the Trust and all other property included in any REMIC formed under
this Agreement at the price stated in clause (i) of the preceding paragraph; provided, that the Master Servicer may not so
purchase the outstanding Mortgage Loans (other than Liquidated Mortgage Loans), all property acquired in respect of any Mortgage
Loan remaining in the Trust and allother property included in any REMIC formed under this
Agreementif the price stated in clause (i) of the preceding paragraph exceeds
thefair market value, determined in accordance with prudent industry practices, of
all outstanding Mortgage Loans (other than Liquidated Mortgage Loans), all property acquired in respect of any
Mortgage Loan remaining in the Trust and all other property included in any REMIC formed under this Agreement.  If such
right is exercised, the Master Servicer shall provide to the Trustee (and to the Company, if the Company is no longer acting as
Master Servicer) the written certification of an officer of the Master Servicer (which certification shall include a statement to
the effect that all amounts required to be paid in order to purchase the Mortgage Loans have been deposited in the Certificate
Account) and the Trustee on behalf of the Trust shall promptly execute all instruments as may be necessary to release and assign to
the Master Servicer the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust.


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In no event shall the Master Servicer
be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate
the Trust or purchase the Mortgage Loans under this Section 9.01, and in no event shall the Company be required to expend any
amounts in connection with such termination or purchase.


(b)        Notice of any termination, specifying the date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by letter
from the Trustee to Certificateholders mailed not less than 30 days prior to such final distribution, specifying (i) the date upon
which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the
Certificate Registrar therein designated (the “Termination Date”), (ii) the amount of such final payment (the
“Termination Payment”) and (iii) that the Record Date otherwise applicable to the Distribution Date upon which
the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the
office of the Certificate Registrar therein specified. Upon any such notice, the Certificate Account shall terminate subject to the
Master Servicer’s obligation to hold all amounts payable to Certificateholders in trust without interest pending such
payment.


In the event that all of the
Certificateholders shall not surrender their Certificates for cancellation within six months after the Termination Date, the Master
Servicer shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation
and receive the Termination Payment with respect thereto. If within one year after the second notice all the Certificates shall not
have been surrendered for cancellation, the Master Servicer may take appropriate steps to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in
trust hereunder.


Upon the completion of winding up of
the Trust, including the payment or the making reasonable provision for payment of all obligations of the Trust in accordance with
Section 3808(e) of the Statutory Trust Statute, the Delaware Trustee shall prepare, the Trustee, the Delaware Trustee and any other
trustee hereunder shall sign, and the Delaware Trustee (upon the Trustee’s consent acting at the direction of the Master
Servicer) shall file, a certificate of cancellation with the Secretary of State in accordance with Section 3810 of the Statutory
Trust Statute, at which time the Trust and this Agreement shall terminate.  The Master Servicer shall act as the liquidator of
the Trust and shall be responsible for taking all actions in connection with winding up the Trust, in accordance with the
requirements of this Agreement (including this Section 9.01 and Section 9.02) and applicable law.



Section 9.02.        Additional Termination Requirements.


(a)        In the event the Master Servicer exercises its purchase option as
provided in Section 9.01, REMIC I and REMIC II shall be terminated in accordance with the following additional requirements, unless
the Master Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I
and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes on
“prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding:


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(i)                 
Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax
Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete
liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code
and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer, on behalf of
REMIC I and REMIC II; and


(ii)                At
or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Master
Servicer on behalf of the Trust shall sell all of the assets of REMIC I and REMIC II to the Master Servicer for cash in the amount
specified in Section 9.01.


(b)        By its acceptance of any Residual Certificate, the Holder thereof
hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of complete liquidation upon the written
request of the Tax Matters Person and the Trustee and to take such other action in connection therewith as may be reasonably
requested by the Tax Matters Person or the Trustee.



Section 9.03.        Trust Irrevocable. Except as expressly provided herein, the trust created hereby is
irrevocable.



ARTICLE X



Miscellaneous Provisions 



Section 10.01.    Amendment.


(a)        This Agreement may be amended from time to time by the Master
Servicer, the Company and the Trustee, without the consent of any of the Certificateholders:


(i)         to cure any ambiguity;


(ii)        to correct or supplement any provision herein which may be
defective or inconsistent with any other provisions herein;


(iii)       to comply with any requirements imposed by the Code or any regulations
thereunder;


(iv)       to correct the description of any property at any time included in
REMIC I or REMIC II, or to assure the conveyance to the Trust of any property included in REMIC I or REMIC
II;


(v)        pursuant to Section 5.01(c)(v); and


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(vi)       to add any provision to, or amend any provision in, this Agreement,
provided that such amendment or addition does not adversely affect in any material respect the interests of any
Certificateholder;



provided, however, that any such amendment which modifies the rights or
obligations of the Delaware Trustee hereunder shall require the consent of the Delaware Trustee. No such amendment (other than one
entered into pursuant to clause (iii) of the preceding sentence) shall change the powers of the Master Servicer. Prior to entering
into any amendment (other than one entered into pursuant to clause (iii) of the second preceding sentence) without the consent of
Certificateholders pursuant to this paragraph, the Trustee shall require an Opinion of Counsel addressed to the Trust and the
Trustee to the effect that such amendment is permitted under this Agreement and has no material adverse effect on the interests of
the Certificateholders; provided, however, that no such Opinion of Counsel shall be required if the Company obtains a letter from each
Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned
to the Certificates.  Prior to entering into any amendment pursuant to clause (iii) of the third preceding sentence without
the consent of Certificateholders pursuant to this paragraph, the Trustee shall require an Opinion of Counsel to the effect that
such action is necessary or helpful to comply with the requirements imposed by the Code or any regulations thereunder and shall not
cause any REMIC formed under this Agreement to fail to qualify as such under the Code.


(b)        This Agreement may also be amended from time to time by the Master
Servicer, the Company and the Trustee with the consent of the Holders of Certificates evidencing Percentage Interests aggregating
not less than 66% of REMIC II for the purpose of adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall, without the consent of the Holder of each
Certificate affected thereby (i) reduce in any manner the amount of, or delay the timing of, distributions of principal or interest
required to be made hereunder or reduce the Certificateholder’s Percentage Interest, the Certificate Interest Rate or the
Termination Payment with respect to any of the Certificates, (ii) reduce the percentage of Percentage Interests specified in this
Section 10.01 which are required to amend this Agreement, (iii) create or permit the creation of any lien against any part of REMIC
I or REMIC II, or (iv) modify any provision in any way which would permit an earlier retirement of the Certificates; provided, further, that any such amendment which modifies the rights or obligations of the
Delaware Trustee hereunder shall require the consent of the Delaware Trustee.


Promptly after the execution of any
such amendment, the Trustee shall furnish written notification of the substance of such amendment to the Delaware Trustee and each
Certificateholder. Any failure to provide such notice, or any defect therein, shall not, however, in any way impair or affect the
validity of any such amendment.


It shall not be necessary for the
consent of Certificateholders under this Section 10.01 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may
prescribe.


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Section 10.02.    Recordation of Agreement. To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property records in all the counties or the comparable
jurisdictions in which any Mortgaged Property is situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Company and at its expense on direction by the Trustee, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the
Certificateholders.



Section 10.03.    Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding-up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.


No Certificateholder shall have any
right to vote or in any manner otherwise to control the operation and management of the Trust or the obligations of the parties
hereto (except as provided in Section 5.09, Section 7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and this Section
10.03), nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any
liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision
hereof.


No Certificateholder shall have any
right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of REMIC II shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. However, the Trustee is under no obligation to exercise any of the extraordinary trusts or powers vested in it by this
Agreement or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or
in relation hereto at the request, order or direction of any of the Certificateholders unless such Certificateholders have offered
to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or
thereby. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and
the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of
any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 10.03, each and every Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.


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Section 10.04.    Access to
List of Certificateholders. The Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 30 days after receipt of a request by the Trustee in writing, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Certificateholders as of the most recent Record Date for payment of distributions to such
Certificateholders.


If three or more Certificateholders
(hereinafter referred to as “applicants”) apply in writing to the Trustee, and such application states that the
applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the
Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such list from the Certificate Registrar, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the Trustee. If such a list is as of a date more than
90 days prior to the date of receipt of such applicants’ request, the Trustee shall promptly request from the Certificate
Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon
receipt.


Every Certificateholder, by receiving
and holding the same, agrees with the Master Servicer, the Trust, the Trustee and the Delaware Trustee that none of the Master
Servicer, the Trust, the Trustee or the Delaware Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information
was derived.



Section 10.05.    Governing
Law. This Agreement shall be construed in accordance with the laws of the State of Delaware without giving
effect to its conflict of laws provisions and the obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws without giving effect to conflict of laws provisions.



Section 10.06.    Notices. All demands, notices and communications hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by registered or certified mail to the applicable Notice
Address. Notices to the Rating Agencies shall also be deemed to have been duly given if mailed by first class mail, postage
prepaid, to the above listed addresses of the Rating Agencies. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice
so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.



Section 10.07.    Severability of Provisions. If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall
be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders
thereof.



Section 10.08.    Counterpart Signatures. For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.


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Section 10.09.    Benefits
of Agreement. Nothing in this Agreement or in any Certificate, expressed or implied, shall give to any
Person, other than the parties hereto and their respective successors hereunder, any separate trustee or co-trustee appointed under
Section 8.10 and the Certificateholders, any benefit or any legal or equitable right, remedy or claim under this Agreement.



Section 10.10.    Notices
and Copies to Rating Agencies.


(a)        The Trustee shall notify the Rating Agencies of the occurrence of
any of the following events, in the manner provided in Section 10.06:


(i)         the occurrence of an Event of Default pursuant to Section
7.01, subject to the provisions of Section 8.01(d); and


(ii)        the appointment of a successor Master Servicer pursuant to
Section 7.02;


(b)        The Master Servicer shall notify the Rating Agencies of the
occurrence of any of the following events, or in the case of clauses (iii), (iv), (vii) and (viii) promptly upon receiving notice
thereof, in the manner provided in Section 10.06:


(i)         any amendment of this Agreement pursuant to Section
10.01;


(ii)        the appointment of a successor Trustee or successor Delaware
Trustee pursuant to Section 8.08;


(iii)       the filing of any claim under or the cancellation or modification of
any fidelity bond and errors and omissions coverage pursuant to Section 3.01 and Section 3.06 with respect to the Master Servicer
or any Servicer;


(iv)       any change in the location of the Certificate Account, any Custodial
Account for P&I or any Custodial Account for Reserves;


(v)        the purchase of any Mortgage Loan pursuant to a Purchase
Obligation or as permitted by this Agreement or the purchase of the outstanding Mortgage Loans pursuant to Section
9.01;


(vi)       the occurrence of the final Distribution Date or the termination of the
trust pursuant to Section 9.01(a)(ii);


(vii)      the failure of the Master Servicer to make a Monthly P&I Advance
following a determination on the Determination Date that the Master Servicer would make such advance pursuant to Section 4.02;
and


(viii)      the failure of the Master Servicer to make a determination on the
Determination Date regarding whether it would make a Monthly P&I Advance when a shortfall exists between (x) payments scheduled
to be received in respect of the Mortgage Loans and (y) the amounts actually deposited in the Certificate Account on account of
such payments, pursuant to Section 4.02.


117





 


The Master Servicer shall provide
copies of the statements pursuant to Section 4.02, Section 4.05, Section 3.12, Section 3.13 or Section 3.15 or any other statements
or reports to the Rating Agencies in such time and manner that such statements or determinations are required to be provided to
Certificateholders. With respect to the reports described in the second paragraph of Section 4.05, the Master Servicer shall
provide such reports to the Rating Agencies in respect of each Distribution Date, without regard to whether any Certificateholder
or the Trustee or the Delaware Trustee has requested such report for such Distribution Date.








118





 



IN WITNESS WHEREOF, the Company, the
Trustee and the Delaware Trustee have caused their names to be signed hereto by their respective officers, thereunto duly
authorized, all as of the day and year first above written.



WASHINGTON
MUTUAL MORTGAGE SECURITIES CORP.







By:   /s/ Thomas G. Lehmann

Name: Thomas G. Lehmann

 Title:  First Vice President



CITIBANK,
N.A.,

as Trustee







By:   /s/ John Hannon

Name: John Hannon

 Title: Assoc.



CHRISTIANA
BANK & TRUST COMPANY,

as Delaware Trustee







By:   /s/ James M. Young

Name: James M. Young 

 Title: Assistant Vice President


[Signature page to Pooling and Servicing Agreement for WaMu Series 2004-AR9]



 







                         


ACKNOWLEDGEMENT OF CORPORATION
 
 
 	State of Washington	)
	 	)SS:
	County of King	)


  	
         I certify that I know or have  satisfactory  evidence Thomas G. Lehmann is the person who appeared before me, and said person  acknowledged  thathe signed this  instrument,  on  oath  stated  that  he was  authorized  to  execute  the instrument  and  acknowledged  it as the First Vice  President of  WASHINGTON  MUTUAL MORTGAGE  SECURITIES  CORP.,  to be the free and voluntary act of such party for the uses and purposes mentioned therein.  

  

	
  Dated this 21st day of July, 2004
	
    /s/ Cecelia A. Kelly
	
    Notary Public in and for the State of
    Washington,
	
    residing at Port Orchard
	
    My commission expires: 11/9/2006
	 
	 


   
 
 





                                 
                                   ACKNOWLEDGEMENT
 

  	State of New York	)
	 	)SS:
	County of New York	)


  	
  On this 20th day of July 2004 before me, a Notary Public in and for said State, personally appeared John Hannon,  personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/theirauthorized capacit(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

  
	Witness my hand and offiicial seal
	Signature /s/ Nanette Murphy
	(SEAL) Nanette Murphy
	Notary Public, State of New York
	No. 01MU6086415
	Qualified in Kings County
	
  Commission Expires 1/21/07


  





                                 
                                   ACKNOWLEDGEMENT
  	State of Delaware
	)
		) SS:
	County of Newcastle	)


 
	On this 21st day of July 2004 before me, a Notary Public in and for said State, personally appeared James M. Young, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacit(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 

 
	Witness my hand and offiicial seal
	Signature /s/ Patricia A. Smith
	(SEAL) Patricia A. Smith
	Notary Public
	State of Delaware
	My Commission Expires May 29, 2005
	 


 
 






Exhibit A

CUSIP 92922F WE 4



WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class A-1


Evidencing a
beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other
things, conventional one- to four-family mortgage loans formed and administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This
Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is July 23, 2004.


Unless this
Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any Certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co.,
has an interest herein.


 



Series
2004-AR9                                                                                    
Portion of the Class A-1 Principal Balance as of



                                                                                                               
the Cut-Off Date Evidenced by this Certificate:


                                                                                                               
$__________



Class A-1 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First Distribution Date: August 25, 2004



Last Scheduled Distribution Date: August 25, 2034



Class A-1 Principal Balance

as of the Cut-Off Date: $408,000,000.00



Cede & Co.



Registered Owner



Certificate No. ___



 



A-1





Exhibit A

CUSIP 92922F WF 1



WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class A-2


Evidencing a
beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other
things, conventional one- to four-family mortgage loans formed and administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This
Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is July 23, 2004.


Unless this
Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any Certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co.,
has an interest herein.



NO
TRANSFER OF THIS CLASS A-2 CERTIFICATE PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I)
AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(h) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH
OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE
TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS
OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.



NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS A-2 CERTIFICATE TO DTC OR ANY
OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE
FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE
PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED
FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH
“PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE
ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 84-14, 90-1, 91-38, 95-60 OR 96-23; AND



2.             IF THIS CERTIFICATE (OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE (I) THAT
IS NOT A PLAN INVESTOR OR (II) WHOSE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER PTCE 84-14, 90-1, 91-38, 95-60 OR 96-23 SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS
BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE
TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING
TRANSFEREE.



A-2





ANY PURPORTED
BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS IN SECTION 5.01(h) OF THE POOLING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 



Series
2004-AR9                                                                                    
Portion of the Class A-2 Principal Balance as of



                                                                                                               
the Cut-Off Date Evidenced by this Certificate:


                                                                                                               
$82,079,000.00



Class A-2 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First Distribution Date: August 25, 2004



Last Scheduled Distribution Date: August 25, 2034



Class A-2 Principal Balance

as of the Cut-Off Date: $82,079,000.00



Cede & Co.



Registered Owner



 



 












A-3






        Exhibit A

                           CUSIP 92922F WG 9



 WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class A-3


Evidencing a
beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other
things, conventional one- to four-family mortgage loans formed and administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This
Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is July 23, 2004.


Unless this
Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any Certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co.,
has an interest herein.



NO
TRANSFER OF THIS CLASS A-3 CERTIFICATE PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I)
AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(h) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH
OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE
TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS
OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.



NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS A-3 CERTIFICATE TO DTC OR ANY
OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE
FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE
PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED
FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH
“PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE
ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 84-14, 90-1, 91-38, 95-60 OR 96-23; AND



2.             IF THIS CERTIFICATE (OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE (I) THAT
IS NOT A PLAN INVESTOR OR (II) WHOSE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER PTCE 84-14, 90-1, 91-38, 95-60 OR 96-23 SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS
BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE
TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING
TRANSFEREE.



A-4





ANY PURPORTED
BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS IN SECTION 5.01(h) OF THE POOLING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 



Series
2004-AR9                                                                                    
Portion of the Class A-3 Principal Balance as of



                                                                                                               
the Cut-Off Date Evidenced by this Certificate:


                                                                                                               
$40,247,000.00



Class A-3 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First Distribution Date: August 25, 2004



Last Scheduled Distribution Date: August 25, 2034



Class A-3 Principal Balance

as of the Cut-Off Date: $40,247,000.00



Cede & Co.



Registered Owner












A-5





Exhibit A

CUSIP 92922F WH 7



 WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class A-4


Evidencing a
beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other
things, conventional one- to four-family mortgage loans formed and administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This
Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is July 23, 2004.


Unless this
Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any Certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co.,
has an interest herein.



NO
TRANSFER OF THIS CLASS A-4 CERTIFICATE PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I)
AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(h) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH
OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE
TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS
OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.



NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS A-4 CERTIFICATE TO DTC OR ANY
OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE
FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE
PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED
FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH
“PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE
ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 84-14, 90-1, 91-38, 95-60 OR 96-23; AND



2.             IF THIS CERTIFICATE (OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE (I) THAT
IS NOT A PLAN INVESTOR OR (II) WHOSE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER PTCE 84-14, 90-1, 91-38, 95-60 OR 96-23 SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS
BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE
TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING
TRANSFEREE.



A-6





ANY PURPORTED
BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS IN SECTION 5.01(h) OF THE POOLING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 



Series
2004-AR9                                                                                    
Portion of the Class A-4 Principal Balance as of



                                                                                                               
the Cut-Off Date Evidenced by this Certificate:


                                                                                                               
$61,430,000.00



Class A-4 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First Distribution Date: August 25, 2004



Last Scheduled Distribution Date: August 25, 2034



Class A-4 Principal Balance

as of the Cut-Off Date: $61,430,000.00



Cede & Co.



Registered Owner












A-7





Exhibit A

CUSIP 92922F WJ 3



 WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class A-5


Evidencing a
beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other
things, conventional one- to four-family mortgage loans formed and administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This
Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is July 23, 2004.


Unless this
Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any Certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co.,
has an interest herein.



NO
TRANSFER OF THIS CLASS A-5 CERTIFICATE PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I)
AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(h) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH
OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE
TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS
OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.



NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS A-5 CERTIFICATE TO DTC OR ANY
OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE
FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE
PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED
FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH
“PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE
ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 84-14, 90-1, 91-38, 95-60 OR 96-23; AND



2.             IF THIS CERTIFICATE (OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE (I) THAT
IS NOT A PLAN INVESTOR OR (II) WHOSE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER PTCE 84-14, 90-1, 91-38, 95-60 OR 96-23 SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS
BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE
TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING
TRANSFEREE.



A-8





ANY PURPORTED
BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS IN SECTION 5.01(h) OF THE POOLING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 



Series
2004-AR9                                                                                    
Portion of the Class A-5 Principal Balance as of



                                                                                                               
the Cut-Off Date Evidenced by this Certificate:


                                                                                                               
$50,819,000.00



Class A-5 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First Distribution Date: August 25, 2004



Last Scheduled Distribution Date: August 25, 2034



Class A-5 Principal Balance

as of the Cut-Off Date: $50,819,000.00



Cede & Co.



Registered Owner












A-9





Exhibit A

CUSIP 92922F WK 0



WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class A-6


Evidencing a
beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other
things, conventional one- to four-family mortgage loans formed and administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This
Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is July 23,
2004.


Unless this
Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any Certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co.,
has an interest herein.



NO
TRANSFER OF THIS CLASS A-6 CERTIFICATE PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I)
AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(h) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH
OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE
TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS
OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.



NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS A-6 CERTIFICATE TO DTC OR ANY
OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE
FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE
PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED
FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH
“PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE
ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 84-14, 90-1, 91-38, 95-60 OR 96-23; AND



2.             IF THIS CERTIFICATE (OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE (I) THAT
IS NOT A PLAN INVESTOR OR (II) WHOSE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER PTCE 84-14, 90-1, 91-38, 95-60 OR 96-23 SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS
BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE
TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING
TRANSFEREE.



A-10





ANY PURPORTED
BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS IN SECTION 5.01(h) OF THE POOLING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 



Series
2004-AR9                                                                                    
Portion of the Class A-6 Principal Balance as of



                                                                                                               
the Cut-Off Date Evidenced by this Certificate:


                                                                                                               
$48,513,000.00



Class A-6 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First Distribution Date: August 25, 2004



Last Scheduled Distribution Date: August 25, 2034



Class A-6 Principal Balance

as of the Cut-Off Date: $48,513,000.00



Cede & Co.



Registered Owner












A-11





Exhibit A

CUSIP 92922F WL 8



WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class A-7


Evidencing a
beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other
things, conventional one- to four-family mortgage loans formed and administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This
Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is July 23,
2004.


Unless this
Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any Certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co.,
has an interest herein.



NO
TRANSFER OF THIS CLASS A-7 CERTIFICATE PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I)
AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(h) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH
OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE
TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS
OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.



NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS A-7 CERTIFICATE TO DTC OR ANY
OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE
FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE
PRIOR TO THE DISTRIBUTION DATE IN JUNE 2009 WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED
FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH
“PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”) OR (B) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE
ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 84-14, 90-1, 91-38, 95-60 OR 96-23; AND



2.             IF THIS CERTIFICATE (OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE (I) THAT
IS NOT A PLAN INVESTOR OR (II) WHOSE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER PTCE 84-14, 90-1, 91-38, 95-60 OR 96-23 SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS
BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE
TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING
TRANSFEREE.



A-12





ANY PURPORTED
BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS IN SECTION 5.01(h) OF THE POOLING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


 



Series
2004-AR9                                                                                    
Portion of the Class A-7 Principal Balance as of



                                                                                                               
the Cut-Off Date Evidenced by this Certificate:


                                                                                                               
$134,641,000.00



Class A-7 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First Distribution Date: August 25, 2004



Last Scheduled Distribution Date: August 25, 2034



Class A-7 Principal Balance

as of the Cut-Off Date: $134,641,000.00



Cede & Co.



Registered Owner












A-13






Exhibit A

CUSIP 92922F XK 9



WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class X


Evidencing a
beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other
things, conventional one- to four-family mortgage loans formed and administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This
Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is July 23,
2004.


Unless this
Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation
(“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any Certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co.,
has an interest herein.



Series
2004-AR9                                                                                    
Portion of the Class X Notional Amount as of the

Cut-Off Date Evidenced by this Certificate:

$825,729,000.00



Class X Certificate Interest
Rate: Variable, applied to the Class X Notional Amount



Cut-Off Date: July 1,
2004



First Distribution Date: August
25, 2004



Last Scheduled Distribution Date:
June 25, 2009



Class X Principal Balance

as of the Cut-Off Date: $0.00



Class X Notional Amount

as of the Cut-Off Date: $825,729,000.00



Cede & Co.



Registered Owner



 












A-14





Exhibit A

CUSIP 92922F WM 6



 WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class B-1



Evidencing a beneficial interest in a pool of assets consisting of beneficial
interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed and
administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This
Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this
Certificate is July 23, 2004.



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.



NO
TRANSFER OF THIS CLASS B-1 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM
DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF
COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND
HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE
TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY.



NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS B-1 CERTIFICATE TO DTC OR ANY
OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE
FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER
(A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION
4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY
OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN
INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS
CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH
ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED
“BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH TRANSFEREE’S
ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND



2.             IF THIS CERTIFICATE (OR ANY INTEREST
HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT
EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS
CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO
THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS
CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR
MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.



A-15






ANY PURPORTED
BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.



The Class B-1 Certificates will be subordinate in right of payment to and provide
credit support to certain Classes of Certificates, as described in the Pooling Agreement.



Series
2004-AR9                                                                                    
Portion of the Class B-1 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

$10,700,000.00



Class B-1 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First Distribution Date: August 25, 2004



Last Scheduled Distribution Date: August 25, 2034



Class B-1 Principal Balance

as of the Cut-Off Date: $10,700,000.00



 



Cede & Co.



Registered Owner



 



 












A-16





Exhibit A

CUSIP 92922F WN 4



 WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class B-2



Evidencing a beneficial interest in a pool of assets consisting of beneficial
interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed and
administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This
Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this
Certificate is July 23, 2004.



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.



NO
TRANSFER OF THIS CLASS B-2 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM
DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF
COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND
HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE
TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY.



NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS B-2 CERTIFICATE TO DTC OR ANY
OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE
FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER
(A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION
4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY
OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN
INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS
CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH
ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED
“BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH TRANSFEREE’S
ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND



2.            
IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF
THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE
THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR
(III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED BBB-
OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE 



A-17






RATING AGENCIES SHALL BE RESTORED, TO THE
EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER
THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH
PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH
PRECEDING TRANSFEREE.



ANY PURPORTED
BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.



The Class B-2 Certificates will be subordinate in right of payment to and provide
credit support to certain Classes of Certificates, as described in the Pooling Agreement.



Series
2004-AR9                                                                                    
Portion of the Class B-2 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

$7,704,000.00



Class B-2 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First Distribution Date: August 25, 2004



Last Scheduled Distribution Date: August 25, 2034



Class B-2 Principal Balance

as of the Cut-Off Date: $7,704,000.00



 



Cede & Co.



Registered Owner



 












A-18





Exhibit A

CUSIP 92922F WP 9



 WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class B-3



Evidencing a beneficial interest in a pool of assets consisting of beneficial
interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed and
administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This
Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this
Certificate is July 23, 2004.



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.



NO
TRANSFER OF THIS CLASS B-3 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM
DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF
COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND
HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE
TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY.



NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS B-3 CERTIFICATE TO DTC OR ANY
OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE
FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE
WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER
(A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION
4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY
OR INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN
INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS
CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH
ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED
“BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH TRANSFEREE’S
ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND



2.            
IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF
THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE
THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR
(III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED BBB-
OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES SHALL BE
RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS
BENEFICIAL HOLDER THEREOF 



A-19






RETROACTIVE TO THE DATE OF TRANSFER OF
THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE
TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE
ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.



ANY PURPORTED
BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE
RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH
PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.



The Class B-3 Certificates will be subordinate in right of payment to and provide
credit support to certain Classes of Certificates, as described in the Pooling Agreement.



Series
2004-AR9                                                                                    
Portion of the Class B-3 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

$5,566,000.00



Class B-3 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First Distribution Date: August 25, 2004



Last Scheduled Distribution Date: August 25, 2034



Class B-3 Principal Balance

as of the Cut-Off Date: $5,566,000.00



 



Cede & Co.



Registered Owner



A-20






 


 

 Exhibit A

CUSIP 92922F WR 5



 WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class B-4



Evidencing a beneficial interest in a pool of assets consisting of beneficial
interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed and
administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a “regular interest”
in a “real estate mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of
the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this Certificate is July 23,
2004.



NO
TRANSFER OF THIS CLASS B-4 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM
DESCRIBED IN SECTION 5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF
COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND
HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE
TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY.



THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OF THE POOLING
AGREEMENT.


The Class B-4 Certificates will be
subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling
Agreement.



Series
2004-AR9                                                                                    
Portion of the Class B-4 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:



$3,424,000.00



Class
B-4 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First
Distribution Date: August 25, 2004



Last
Scheduled Distribution Date: August 25, 2034



Class B-4 Principal Balance



as of
the Cut-Off Date: $3,424,000.00



_____________________

Registered Owner



 


                                                                                                         












A-21





Exhibit A

CUSIP 92922F WS 3



 WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class B-5



Evidencing a beneficial interest in a pool of assets consisting of beneficial
interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed and
administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a “regular interest”
in a “real estate mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of
the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this Certificate is July 23,
2004.



NO
TRANSFER OF THIS CLASS B-5 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM
DESCRIBED IN SECTION 5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF
COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND
HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE
TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY.



THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OF THE POOLING
AGREEMENT.


The Class B-5 Certificates will be
subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling
Agreement.



Series
2004-AR9                                                                                    
Portion of the Class B-5 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:



$1,713,000.00



Class
B-5 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First
Distribution Date: August 25, 2004



Last
Scheduled Distribution Date: August 25, 2034



Class B-5 Principal Balance



as of
the Cut-Off Date: $1,713,000.00



_____________________

Registered Owner



 












A-22





 Exhibit A

CUSIP 92922F WT 1



 WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class B-6



Evidencing a beneficial interest in a pool of assets consisting of beneficial
interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed and
administered by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


This Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. This Certificate represents ownership of a “regular interest”
in a “real estate mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of
the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this Certificate is July 23,
2004.



NO
TRANSFER OF THIS CLASS B-6 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM
DESCRIBED IN SECTION 5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF
COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND
HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE
TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY.



THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OF THE POOLING
AGREEMENT.


The Class B-6 Certificates will be
subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling
Agreement.



Series
2004-AR9                                                                                    
Portion of the Class B-6 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:



$1,286,027.07



Class
B-6 Certificate Interest Rate: Variable



Cut-Off Date: July 1, 2004



First
Distribution Date: August 25, 2004



Last
Scheduled Distribution Date: August 25, 2034



Class B-6 Principal Balance



as of
the Cut-Off Date: $1,286,027.07



_____________________

Registered Owner



 














A-23






Exhibit B

CUSIP 92922F WQ 7



 WaMu MORTGAGE PASS-THROUGH CERTIFICATE



Class R


Evidencing a Percentage Interest
in certain distributions with respect to a pool of conventional one- to four-family mortgage loans formed and administered
by



WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


ANY RESALE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY AND THE
TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF
THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A
“DISQUALIFIED ORGANIZATION”), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO
ENABLE THE TRANSFER TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE
OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.


IN THE CASE OF ANY CLASS R
CERTIFICATE PRESENTED FOR REGISTRATION IN THE NAME OF ANY PERSON, THE TRUSTEE SHALL REQUIRE (I) AN OFFICER’S CERTIFICATE IN
THE FORM DESCRIBED IN SECTION 5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN
OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE
PURCHASE AND HOLDING OF A CLASS R CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY
TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE,
THE DELAWARE TRUSTEE, THE MASTER SERVICER OR THE COMPANY.


This Certificate is issued by WaMu Mortgage Pass-Through Certificates Series 2004-AR9 Trust. Solely for U.S. federal income tax purposes, this Certificate represents
“residual interests” in “real estate mortgage investment conduits,” as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.



Series
2004-AR9                                                                                    
Percentage Interest evidenced by this Class R Certificate in the distributions to be made with respect to the Class R Certificates:                                       %



Class R Certificate Interest Rate: 4.418%.  Additionally the Class R
Certificates are entitled to Excess Liquidation Proceeds and the Residual Distribution Amount as defined in the Pooling
Agreement.



Cut-Off Date: July 1, 2004



First
Distribution Date: August 25, 2004



Last
Scheduled Distribution Date: August 25, 2034



Class
R Principal Balance as of the Cut-Off Date: $100.00



__________________

Registered Owner



Certificate No. ___












B-1





This
Certificate does not represent an obligation of or interest in Washington Mutual Mortgage Securities Corp. or any of its
affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any agency or instrumentality of the
United States.


This
certifies that the above-named Registered Owner is the registered owner of certain interests in (i) a pool of assets (“REMIC I”) consisting of, among other things, conventional one- to four-family mortgage loans (the “Mortgage Loans”),
formed and administered by Washington Mutual Mortgage Securities Corp. (the “Company”), which term includes any
successor entity under the Pooling Agreement referred to below, and (ii) a pool of assets (“REMIC II”) consisting of
interests in REMIC I. REMIC I and REMIC II were created pursuant to a Pooling and Servicing Agreement, dated as of the Cut-Off Date
stated above (the “Pooling Agreement”), among the Company, Citibank, N.A., as Trustee (the “Trustee”), and
Christiana Bank & Trust Company, as Delaware Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling Agreement.
Nothing herein shall be deemed inconsistent with such meanings, and in the event of any conflict between the Pooling Agreement and
the terms of this Certificate, the Pooling Agreement shall control. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling Agreement, to which Pooling Agreement the Holder of this Certificate, by virtue of the
acceptance hereof, assents and by which such Holder is bound.


Distributions will be made, pursuant to the Pooling Agreement, on the 25th day of each month or, if such 25th
day is not a Business Day, the Business Day immediately following (the “Distribution Date”), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last
day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the “Record Date”), to the extent of such Certificateholder's Percentage
Interest represented by this Certificate in the portions (if any) then distributable on the Certificates of this Class of (i) the REMIC I Available Distribution Amount for such Distribution Date, as specified in Section 4.01 of the Pooling Agreement, and (ii)
the REMIC II Available Distribution Amount for such Distribution Date, as specified in Section 4.04 of the Pooling
Agreement.


Distributions on this Certificate will be made by the Trustee by wire transfer or check mailed to the address of
the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only
upon presentation and surrender of this Certificate to the Certificate Registrar.


Reference is hereby made to the further provisions of this Certificate set forth below, which further provisions
shall for all purposes have the same effect as if set forth at this place.


Unless
the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling Agreement or be valid for any purpose.












B-2





IN
WITNESS WHEREOF, the Trust has caused this Certificate to be duly executed.


WaMu MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-AR9 TRUST


 


By:    CITIBANK, N.A., as Trustee


 


By:                                                                           


 


 


(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)


This is
one of the Certificates referred to in the within-mentioned Pooling Agreement.


CITIBANK, N.A.,

as Trustee


 


By:                                                      


Dated:                                                 












B-3





WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


 WaMu MORTGAGE PASS-THROUGH CERTIFICATE


This Certificate is one of a duly
authorized issue of Certificates designated as WaMu Mortgage Pass-Through Certificates of the Series and Class specified hereon
(herein called the “Certificates”) and representing certain interests in REMIC I and REMIC II.


The Certificates do not represent an
obligation of, or an interest in, the Company or any of its affiliates and are not insured or guaranteed by any governmental
agency. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all
as more specifically set forth herein and in the Pooling Agreement. In the event funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Master Servicer from the related recoveries on such Mortgage Loan or from other cash
deposited in the Certificate Account to the extent that such advance is not otherwise recoverable.


As provided in the Pooling Agreement,
withdrawals from the Certificate Account may be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to the Master Servicer of advances made, or certain expenses incurred, by
it.


The Pooling Agreement permits, with
certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and
the rights of the Certificateholders under the Pooling Agreement at any time by the Company, the Master Servicer and the Trustee
with the consent of the Holders of the Certificates evidencing Percentage Interests aggregating not less than 66% of REMIC II. The
Pooling Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any
of the Certificates.


As provided in the Pooling Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar or the office
maintained by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent duly executed by, the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of Authorized Denominations
evidencing the same Percentage Interest set forth hereinabove will be issued to the designated transferee or
transferees.


The Certificates are issuable only as
registered Certificates without coupons in Authorized Denominations specified in the Pooling Agreement. As provided in the Pooling
Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of Authorized
Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, as requested by the Holder surrendering
the same.


A reasonable service charge may be made
for any such registration of transfer or exchange, and the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


The Company, the Trustee and the
Certificate Registrar and any agent of the Company, the Trustee or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Trustee, the Certificate
Registrar nor any such agent shall be affected by notice to the contrary.



B-4





The obligations created by the Pooling
Agreement and the Trust created thereby shall terminate upon (i) the later of the maturity or other liquidation (including purchase
by the Master Servicer) of the last Mortgage Loan remaining in the Trust or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to Certificateholders of all amounts held by
the Trustee and required to be paid to them pursuant to the Pooling Agreement. In the event that the Company or the Master Servicer purchases any Mortgage Loan pursuant to the Pooling Agreement, the Pooling Agreement generally requires that the Trustee distribute
to the Certificateholders in the aggregate an amount equal to 100% of the unpaid Principal Balance of such Mortgage Loan, plus
unpaid accrued interest thereon at the applicable Pass-Through Rate to the last day of the month in which such purchase occurs. The
Pooling Agreement permits, but does not require, the Master Servicer to purchase from the Trust all Mortgage Loans at the time
subject thereto and all property acquired in respect of any Mortgage Loan upon payment to the Certificateholders of the amounts
specified in the Pooling Agreement. The exercise of such right will effect early retirement of the Certificates, the Master Servicer’s right to purchase being subject to the aggregate Principal Balance of the Mortgage Loans at the time of purchase
being less than the Clean-Up Call Percentage of the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off
Date.












B-5





ASSIGNMENT


 



FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and transfer(s)
unto                                                                                                                                                                                                                    


(Please print or typewrite name
and address, including postal zip code of assignee. Please insert social security or other identifying number of
assignee.)

the within WaMu Mortgage Pass-Through Certificate and hereby irrevocably constitutes and
appoints


                                                                                                                                                           


Attorney to
transfer said Certificate on the Certificate Register, with full power of substitution in the premises.


Dated:                                                                                                                                                 

                                                 Signature Guaranteed



                                                                                                           


NOTICE:    The signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular, without alteration or enlargement or any change whatever.  This Certificate
does not represent an obligation of or an interest in Washington Mutual Mortgage Securities Corp. or any of its affiliates. 
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any agency or instrumentality of the United
States.














B-6







Exhibit C



ANTI-PREDATORY LENDING CATEGORIZATION


I.              High-Cost Loan
Categorization


	
State/Jurisdiction

	
Name of Anti-Predatory Lending Law/Effective Date

	
Category under Applicable         Anti-Predatory Lending
Law


	
Arkansas

	
Arkansas Home
Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.


Effective July
16, 2003

	
High Cost Home Loan


	
Cleveland Heights, OH

	
Ordinance No.
72-2003 (PSH), Mun. Code §§ 757.01 et seq.


Effective June
2, 2003

	
Covered Loan


	
Colorado

	
Consumer Equity
Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.


Effective for
covered loans offered or entered into on or after January 1, 2003. Other provisions of the Act took effect on June 7,
2002

	
Covered Loan


	
Connecticut

	
Connecticut
Abusive Home Loan Lending Practices Act, Conn. Gen. Stat.
§§ 36a-746 et seq.


Effective
October 1, 2001

	
High Cost Home Loan


	
District of Columbia

	
Home Loan
Protection Act, D.C. Code §§ 26-1151.01 et seq.


Effective for
loans closed on or after January 28, 2003

	
Covered Loan


	
Florida

	
Fair Lending
Act, Fla. Stat. Ann. §§ 494.0078 et seq.


Effective October 2, 2002

	
High Cost Home Loan


	
Georgia (Oct 1, 2002 – Mar 6,
2003)

	
Georgia Fair
Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.


Effective
October 1, 2002 – March 6, 2003

	
High Cost Home Loan


	
Georgia as amended (Mar 7, 2003 –
current)

	
Georgia Fair
Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.


Effective for
loans closed on or after March 7, 2003

	
High Cost Home Loan


	
HOEPA Section 32

	
Home Ownership
and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34


Effective
October 1, 1995, amendments October 1, 2002

	
High Cost Loan


	
 
	
Illinois

	
High Risk Home
Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.


Effective
January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14,
2001)

	
High Risk Home Loan


	
Kansas

	
Consumer Credit
Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.


Sections
16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999

	
High Loan to Value Consumer Loan (id.
§ 16a-3-207) and;


 


High APR Consumer Loan (id. §
16a-3-308a)


 


	
Kentucky

	
2003 KY H.B. 287
– High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 et seq.


Effective June
24, 2003

	
High Cost Home Loan


	
Maine

	
Truth in
Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.


Effective
September 29, 1995 and as amended from time to time

	
High Rate High Fee
Mortgage


	
Massachusetts

	
Part 40 and Part
32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq.


Effective March
22, 2001 and amended from time to time

	
High Cost Home Loan


	
Nevada

	
Assembly Bill
No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.


Effective October 1, 2003

	
Home Loan


	
New Jersey

	
New Jersey Home
Ownership Security Act of 2002, N.J. Rev. Stat. §§
46:10B-22 et seq.


Effective for
loans closed on or after November 27, 2003

	
High Cost Home Loan


	
New York

	
Home Loan
Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.


Effective as of
January 1, 2004; Revised as of February 26, 2004

	
High Cost Home Loan


	
New Mexico

	
N.Y. Banking Law
Article 6-l


Effective for
applications made on or after April 1, 2003

	
High Cost Home Loan


	
North Carolina

	
Restrictions and
Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.


Effective July
1, 2000; amended October 1, 2003 (adding open-end lines of credit)

	
High Cost Home Loan


	
Ohio

	
H.B. 386
(codified in various sections of the Ohio Code), Ohio Rev. Code Ann. §§ 1349.25 et seq.


Effective May
24, 2002

	
Covered Loan


	
Oklahoma

	
Consumer Credit
Code (codified in various sections of Title 14A)


Effective July
1, 2000; amended effective January 1, 2004

	
Subsection 10 Mortgage


	
South Carolina

	
South Carolina
High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.


Effective for
loans taken on or after January 1, 2004

	
High Cost Home Loan


	
West Virginia

	
West Virginia
Residential Mortgage Lender, Broker and Servicer Act, W. Va. Code Ann. §§ 31-17-1 et seq.


Effective June
5, 2002

	
West Virginia Mortgage Loan Act
Loan





 


II.
           Covered Loan Categorization


                                                                               
                    


	
State/Jurisdiction

	
Name of Anti-Predatory Lending Law/Effective Date

	
Category under Applicable         Anti-Predatory Lending
Law


	
Georgia (Oct 1, 2002 – Mar 6,
2003)

	
Georgia Fair
Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.


Effective
October 1, 2002 – March 6, 2003

	
Covered Loan


	
New Jersey

	
New Jersey Home
Ownership Security Act of 2002, N.J. Rev. Stat. §§
46:10B-22 et seq.


Effective
November 27, 2003 – July 5, 2004

	
Covered Home Loan






 

















Exhibit D


Mortgage Loan Schedule


         Copies of the Mortgage Loan Schedule (which has been intentionally omitted from this filing) may be obtained from Washington Mutual Mortgage Securities Corp. or Citibank, N.A. by contacting:


          in the case of Washington Mutual Mortgage Securities Corp.,



               Laura Kelsey

               Master Servicing Department

               Washington Mutual Mortgage Securities Corp.

               75 N. Fairway Drive, VHF2A01

               Vernon Hills, IL 60061

               Telephone: (847) 393-5198

               Facsimile: (847) 549-2997



          in the case of Citibank N.A.,





               Karen Schluter

               Citibank, N.A.

               111 Wall Street

               14th Floor, Zone 3

               New York, New York 10005

               Telephone: (212) 657-7781

               Facsimile: (212) 657-4009





 



D-1





 














Exhibit E






SELLING AND SERVICING


CONTRACT



 












This Selling and Servicing Contract (this “Agreement”) is made and entered into by Washington Mutual
Mortgage Securities Corp. and its successors and assigns (“Washington Mutual Mortgage”) and the entity identified below
and its successors and assigns (the “Company”).


 


WITNESSETH:


            WHEREAS, this Company wishes to sell first lien residential mortgage loans to, and service first lien
residential mortgage loans on behalf of, Washington Mutual Mortgage; and


            WHEREAS,the Company has submitted a Seller Application to
Washington Mutual Mortgage and has been approved by Washington Mutual Mortgage for participation in the Washington Mutual Mortgage
Purchase Programs; and


            WHEREAS,the Company has received and reviewed the Washington Mutual
Mortgage Purchase Programs Seller Guide (the “Seller Guide”), as well as the Washington Mutual Mortgage Servicing Guide
(the “Servicing Guide” and, together with the Seller Guide, the “Guides”), and understands each and every
provision thereof;


            NOW, THEREFORE,in consideration of the premises and of the mutual
agreements herein contained, Washington Mutual Mortgage and the Company hereby agree as follows:


           
1.         Guides.  The Guides, which set
forth the terms and conditions under which Washington Mutual Mortgage may elect to purchase mortgage loans from the Company, and
the Company shall service mortgage loans on behalf of Washington Mutual Mortgage, are a supplement to this Agreement and such
Guides, as may be amended or supplemented from time to time by Washington Mutual Mortgage, are incorporated into this Agreement in
full by reference and made a part hereof as fully as if set forth at length herein.  All capitalized terms used and not
defined herein have the meanings ascribed to them in the Guides.


            2.         Company’s Duties.  The Company shall
diligently perform all duties incident to the origination, sale and servicing of the mortgage loans subject to this
Agreement.  In the performance of its servicing duties, the Company shall exercise the same degree of care it exercises when
servicing mortgage loans for its own account, but in no event shall the Company exercise less care than a reasonable prudent servicer would exercise under similar circumstances.  In addition, the Company shall comply with all of the provisions of the
Guides and with all other requirements and instructions of Washington Mutual Mortgage.  The Company shall perform such duties
at its sole expense, except as otherwise expressly provided in the Guides.


           
3.         Representations, Warranties and Covenants of
the Company; Remedies of Washington Mutual Mortgage.  With respect to each mortgage loan sold by the Company to
Washington Mutual Mortgage pursuant to the terms of this Agreement, the Company shall make all of the representations, warranties
and covenants set forth in the Guide and, in the event of the breach of any of such representations, warranties and covenants,
Washington Mutual Mortgage shall have all of the remedies available at law or in equity, as well as all of the remedies set forth
in the Guide, including, but not limited to, repurchase and indemnification.  The representations and warranties made by the
Company with respect to any mortgage loan subject to this Agreement, as well as the remedies available to Washington Mutual
Mortgage upon the breach thereof, shall survive:  (a) any investigation regarding the mortgage loan conducted by Washington
Mutual Mortgage, its assignees or designees, (b) the liquidation of the mortgage loan, (c) the purchase of the mortgage loan by
Washington Mutual Mortgage, its assignee or designee, (d) the repurchase of the mortgage loan by the Company and (e) the
termination of this Agreement.



E-1





 


            4.         Compensation.  The Company shall be compensated for its services hereunder as
specified in the Guides.


           
5.         No Assignment.  This Agreement
may not be assigned by the Company without the prior written consent of Washington Mutual Mortgage.  The Company hereby
consents to the assignment by Washington Mutual Mortgage of all or any part of its rights and obligations under this Agreement to
any affiliate designated by Washington Mutual Mortgage.  Any other transfer by Washington Mutual Mortgage will be allowed and
be effective upon written notice by Washington Mutual Mortgage to the Company.


           
6.         Prior Agreements.  This
Agreement supersedes any prior agreements and understandings between Washington Mutual Mortgage and the Company governing the
subject matter hereof; provided, however, the Company shall not be released from any responsibility or liability that may have
arisen under such agreements and understanding.


           
7.         Effective Date of Agreement. 
This Agreement is not effective until it is executed and accepted by Washington Mutual Mortgage at its home office in
Illinois.


           
8.         Notices.  All notices,
requests, demands or other communications that are to be given under this Agreement shall be in writing, addressed to the
appropriate parties, and shall be sent by certified mail, return receipt requested, postage prepaid, if to the Company, at the
address below and, if to Washington Mutual Mortgage, to the appropriate address or facsimile number specified in the Guides. 
Any such notice, request, demand or other communication shall be deemed effective upon receipt.


           
9.         Independent Contractor.  At no
time shall the Company represent that it is acting as an agent, partner or joint venturer of Washington Mutual Mortgage.  The
Company shall at all times act as an independent contracting party.


            10.        Amendment.  This Agreement may not be amended or modified orally, and no
provision of this Agreement may be waived or amended, except in writing signed by the party against whom enforcement is
sought.  Such a written waiver or amendment must expressly reference this Agreement.  However, by their terms the Guides
may be amended or supplemented by Washington Mutual Mortgage from time to time.  Any such amendment(s) to the Guides shall be
in writing and be binding upon the parties hereto on and after the effective date specified therein.


            11.        Miscellaneous.  This Agreement, including all documents incorporated by reference
herein, constitutes the entire understanding between the parties hereto and supersedes all other agreements, covenants,
representations, warranties, understandings and communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Agreement.  All section headings contained herein are for convenience only and shall not be
construed as part of this Agreement.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction
shall as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end,
the provisions hereof are severable.  This Agreement shall be governed by, and construed and enforced in accordance with,
applicable federal laws and laws of the State of Illinois, without reference to conflict of laws principles. This Agreement may be
executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute the same
Agreement.



E-2





 


            IN WITNESS
WHEREOF, the parties have executed this Agreement by proper officials duly authorized on the dates hereinafter set
forth.  This Agreement shall take effect as of the date of its execution in original or facsimile signature by a duly
authorized officer of Washington Mutual Mortgage.


 


	
__________________________________________

	
___________________________________


	
Name of the Company

	
Company I.D. Number


	
__________________________________________

	
___________________________________


	
Type of organization

	
Organized under laws of


	
________________________________________________________________________________


	
Principal place of business:  street address, city, state, zip code


	
________________________________________________________________________________


	
Typed name and title of the Company’s authorized officer


	
_______________________________________________________

	
_______________________


	
Signature of the Company’s authorized officer

	
Date


	
 


Agreed to and accepted by Washington Mutual Mortgage Securities Corp.


	
________________________________________________________________________________


	
Typed name and title of authorized representative


	
_______________________________________________________

	
_______________________


	
Signature of authorized representative

	
Date


			



 



E-3






 














                 Exhibit F






FORM OF TRANSFEROR CERTIFICATE FOR


JUNIOR SUBORDINATE CERTIFICATES


 


[Date]


Citibank, N.A., as Trustee


111 Wall Street, 14th Floor, Zone 3


New York, New York 10005


Attn: Structured Finance Group, Washington Mutual 2004-AR9


 


Re:       Purchase of Washington Mutual Mortgage Securities Corp. WaMu Mortgage
Pass-Through Certificates Series 2004-AR9, Class [   ]  (the “Certificates”)


Ladies and
Gentlemen:


In
connection with our disposition of the above Certificates we certify that (a) we understand the Certificates have not been
registered under the Securities Act of 1933, as amended (the “Act”) and are being disposed by us in a transaction that
is exempt from the registration requirements of the Act, and (b) we have not offered or sold any certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of Section 5 of the Act.


 


Very
truly yours,


[Name
of Transferor]


 



By:                                                      


                  
Authorized Officer


 














F-1






                Exhibit G






FORM OF TRANSFEREE'S AGREEMENT FOR


JUNIOR SUBORDINATE CERTIFICATES


[Date]


Citibank, N.A., as Trustee


111 Wall Street, 14th Floor, Zone 3


New York, New York 10005


Attn: Structured Finance Group,
Washington Mutual 2004-AR9


Washington Mutual Mortgage Securities Corp.


75 N. Fairway Drive


Vernon Hills, Illinois  60061


 


The
undersigned (the “Purchaser”) proposes to purchase Washington Mutual Mortgage Securities Corp. WaMu Mortgage
Pass-Through Certificates, Series 2004-AR9, Class [   ] (the “Purchased Certificates”) in the principal
amount of $______________. In doing so, the Purchaser hereby acknowledges and agrees as follows:


Section
1. Definitions. Each capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the
Pooling and Servicing Agreement, dated as of July 1, 2004 (the “Pooling Agreement”), by and among Washington Mutual
Mortgage Securities Corp. (“Washington Mutual”), Citibank, N.A., as trustee (the “Trustee”), and Christiana
Bank & Trust Company, as Delaware trustee, of the Washington Mutual Mortgage Securities Corp. WaMu Mortgage Pass-Through
Certificates, Series 2004-AR9.


Section
2. Representations and Warranties of the Purchaser. In connection with the proposed transfer, the Purchaser represents and warrants
to Washington Mutual, the Trustee and the Trust that:


(a)        The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized, is authorized to invest in the Purchased
Certificates, and to enter into this Agreement, and duly executed and delivered this Agreement;


(b)        The Purchaser is acquiring the Purchased Certificates for its own
account as principal and not with a view to the distribution thereof, in whole or in part;


(c)        The Purchaser is an “accredited investor” as such term
is defined in paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Section 501 of Regulation D under the Securities Act of 1933,
as amended (the “Act”), has knowledge of financial and business matters and is capable of evaluating the merits and
risks of an investment in the Purchased Certificates; the Purchaser has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision; and the Purchaser is able to bear the economic risk of an investment
in the Purchased Certificates and can afford a complete loss of such investment;


(d)        The Purchaser is not affiliated with the
Trustee;



G-1





 


(e)        The Purchaser confirms that Washington Mutual has made available
to the Purchaser the opportunity to ask questions of, and receive answers from Washington Mutual concerning the trust created
pursuant to the Pooling Agreement (the “Trust”), the purchase by the Purchaser of the Purchased Certificates and all
matters relating thereto that Washington Mutual possesses or can acquire without unreasonable effort or expense;
and


(f)        If applicable, the Purchaser has complied, and will continue to
comply, with the guidelines established by Thrift Bulletin 13a issued April 23, 1998, by the Office of Regulatory Activities of the
Federal Home Loan Bank System.


Section
3.Transfer of Purchased Certificates.


(a)        The Purchaser understands that the Purchased Certificates have not
been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are
registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser
further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or
make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without
registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with
such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to
the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may
require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which
Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability
that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


(b)        No transfer of a Purchased Certificate shall be made unless the
transferee provides Washington Mutual and the Trustee with (i) a Transferee's Agreement, substantially in the form of this
Agreement, (ii) an affidavit substantially in the form of Exhibit N to the Pooling Agreement and (iii) if so indicated in such
affidavit, a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling Agreement).


(c)        The Purchaser acknowledges that its Purchased Certificates bear a
legend setting forth the applicable restrictions on transfer.












G-2





IN
WITNESS WHEREOF, the undersigned has caused this Agreement to be validly executed by its duly authorized representative as of the
day and the year first above written.



[Purchaser]


 



 



By:                                                                  


Its:


 














G-3






                 Exhibit H






FORM OF ADDITIONAL MATTER INCORPORATED INTO


THE FORM OF THE CERTIFICATES (OTHER THAN THE CLASS R CERTIFICATES)


This
Certificate does not represent an obligation of or interest in Washington Mutual Mortgage Securities Corp. or any of its
affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any agency or instrumentality of the
United States.


This
certifies that the above-named Registered Owner is the registered owner of certain interests in a pool of assets (“REMIC II”) consisting of interests in another pool of assets (“REMIC I”) consisting of, among other things,
conventional one- to four-family mortgage loans (the “Mortgage Loans”), formed and administered by Washington Mutual
Mortgage Securities Corp. (the “Company”), which term includes any successor entity under the Pooling Agreement
referred to below. REMIC I and REMIC II were created pursuant to a Pooling and Servicing Agreement, dated as of the Cut-Off Date
stated above (the “Pooling Agreement”), among the Company, Citibank, N.A., as Trustee (the “Trustee”), and
Christiana Bank & Trust Company, as Delaware Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling Agreement.
Nothing herein shall be deemed inconsistent with such meanings, and in the event of any conflict between the Pooling Agreement and
the terms of this Certificate, the Pooling Agreement shall control. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling Agreement, to which Pooling Agreement the Holder of this Certificate, by virtue of the
acceptance hereof, assents and by which such Holder is bound.


Distributions will be made, pursuant to the Pooling Agreement, on the 25th day of each month or, if such 25th
day is not a Business Day, the Business Day immediately following (the “Distribution Date”), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last
day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the “Record Date”), to the extent of such Certificateholder's Percentage
Interest represented by this Certificate in the portion of the REMIC II Available Distribution Amount for such Distribution Date
then distributable on the Certificates of this Class, as specified in Section 4.04 of the Pooling Agreement.


Distributions on this Certificate will be made by the Trustee by wire transfer or check mailed to the address of
the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only
upon presentation and surrender of this Certificate to the Certificate Registrar.


Reference is hereby made to the further provisions of this Certificate set forth below, which further provisions
shall for all purposes have the same effect as if set forth at this place.


Unless
the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling Agreement or be valid for any purpose.












H-1





IN
WITNESS WHEREOF, the Trust has caused this Certificate to be duly executed.


WaMu MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-AR9 TRUST


 


By:    CITIBANK, N.A., as Trustee


 


By:                                                                           


 


 


(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)


This is
one of the Certificates referred to in the within-mentioned Pooling Agreement.


CITIBANK, N.A.,


as Trustee


 


By:                                                      


Dated:                                                 


 












H-2





WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


 WaMu MORTGAGE PASS-THROUGH CERTIFICATE


This Certificate is one of a duly
authorized issue of Certificates designated as WaMu Mortgage Pass-Through Certificates of the Series and Class specified hereon
(herein called the “Certificates”) and representing certain interests in REMIC II.


The Certificates do not represent an
obligation of, or an interest in, the Company or any of its affiliates and are not insured or guaranteed by any governmental
agency. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all
as more specifically set forth herein and in the Pooling Agreement. In the event funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Master Servicer from the related recoveries on such Mortgage Loan or from other cash
deposited in the Certificate Account to the extent that such advance is not otherwise recoverable.


As provided in the Pooling Agreement,
withdrawals from the Certificate Account may be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to the Master Servicer of advances made, or certain expenses incurred, by
it.


The Pooling Agreement permits, with
certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and
the rights of the Certificateholders under the Pooling Agreement at any time by the Company, the Master Servicer and the Trustee
with the consent of the Holders of the Certificates evidencing Percentage Interests aggregating not less than 66% of REMIC II. Any
such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Pooling Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.


As provided in the Pooling Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar or the office
maintained by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent duly executed by, the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of Authorized Denominations
evidencing the same Percentage Interest set forth hereinabove will be issued to the designated transferee or
transferees.


[to be used only in the case of the
Junior Subordinate Certificates:] [No transfer of a Certificate will be made unless such transfer is exempt from or is made in
accordance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and any
applicable state securities laws. In the event that a transfer is to be made without registration or qualification under applicable
laws, (i) in the event such transfer is made pursuant to Rule 144A under the Securities Act, the Company and the Trustee shall
require the transferee to execute an investment letter in substantially the form attached as Exhibit L to the Pooling Agreement,
which investment letter shall not be an expense of the Company, the Master Servicer, the Trust or the Trustee and (ii) in the event
that such a transfer is not made pursuant to Rule 144A under the Securities Act, the Trustee may require an Opinion of Counsel
satisfactory to the Trustee that such transfer may be made without such registration or qualification, which Opinion of Counsel
shall not be an expense of the Company, the Master Servicer, the Trust or the Trustee. Neither the Company nor the Trust will
register the Certificate under the Securities Act, qualify the Certificate under any state securities law or provide registration
rights to any purchaser. Any Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the
Trustee, the Company and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made
in accordance with such federal and state laws.]


[to be used only in the case of the
Auction Certificates:] [Pursuant to the Auction Administration Agreement and the Par Price Payment Agreement (each as defined in
the Pooling Agreement), this Certificate will be transferred to a third-party investor on the Auction Distribution Date (as defined
in the Auction Administration Agreement), and in exchange therefor the Holder of this Certificate will receive, to the extent
received pursuant to the Auction Administration Agreement and the Par Price Payment Agreement, the Par Price (as defined in the
Auction Administration Agreement) for this Certificate.]



H-3





The Certificates are issuable only as
registered Certificates without coupons in Authorized Denominations specified in the Pooling Agreement. As provided in the Pooling
Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of Authorized
Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, as requested by the Holder surrendering
the same.


A reasonable service charge may be made
for any such registration of transfer or exchange, and the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


The Company, the Trustee and the
Certificate Registrar and any agent of the Company, the Trustee or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Trustee, the Certificate
Registrar nor any such agent shall be affected by notice to the contrary.


The obligations created by the Pooling
Agreement and the Trust created thereby shall terminate upon (i) the later of the maturity or other liquidation (including purchase
by the Master Servicer) of the last Mortgage Loan remaining in the Trust or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to Certificateholders of all amounts held by
the Trustee and required to be paid to them pursuant to the Pooling Agreement. In the event that the Company or the Master Servicer purchases any Mortgage Loan pursuant to the Pooling Agreement, the Pooling Agreement generally requires that the Trustee distribute
to the Certificateholders in the aggregate an amount equal to 100% of the unpaid Principal Balance of such Mortgage Loan, plus
unpaid accrued interest thereon at the applicable Pass-Through Rate to the last day of the month in which such purchase occurs. The
Pooling Agreement permits, but does not require, the Master Servicer to purchase from the Trust all Mortgage Loans at the time
subject thereto and all property acquired in respect of any Mortgage Loan upon payment to the Certificateholders of the amounts
specified in the Pooling Agreement. The exercise of such right will effect early retirement of the Certificates, the Master Servicer’s right to purchase being subject to the aggregate Principal Balance of the Mortgage Loans at the time of purchase
being less than the Clean-Up Call Percentage of the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off
Date.












H-4





ASSIGNMENT


 



FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and transfer(s)
unto                                
                                                                                                                                                                                   
                                                                                               


(Please print or typewrite name
and address, including postal zip code of assignee. Please insert social security or other identifying number of
assignee.)


the within WaMu Mortgage Pass-Through Certificate and hereby irrevocably constitutes and
appoints



                                                                                                                                                           


Attorney to
transfer said Certificate on the Certificate Register, with full power of substitution in the premises.


Dated:                                                                                                                                                 


Signature Guaranteed



                                                                                                           


NOTICE:    The signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular, without alteration or enlargement or any change whatever.  This Certificate
does not represent an obligation of or an interest in Washington Mutual Mortgage Securities Corp. or any of its affiliates. 
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any agency or instrumentality of the United
States.


 














H-5






                  Exhibit
I






TRANSFEROR CERTIFICATE


[Date]


Citibank, N.A., as Trustee


111 Wall Street, 14th Floor, Zone 3


New York, New York 10005


Attn: Structured Finance Group,
Washington Mutual 2004-AR9


Re:      Washington Mutual Mortgage Securities Corp. WaMu Mortgage
Pass-Through


Certificates, Series 2004-AR9, Class R


Ladies and
Gentlemen:


This
letter is delivered to you in connection with the sale from                                           (the “Seller”) to           
                                    (the “Purchaser”) of $____________________ initial Certificate Principal Balance of WaMu Mortgage Pass-Through
Certificates, Series 2004-AR9, Class R (the “Certificate”), pursuant to Section 5.01 of the Pooling and Servicing
Agreement (the “Pooling Agreement”), dated as of July 1, 2004 among Washington Mutual Mortgage Securities Corp., as
depositor and master servicer (the “Company”), Citibank, N.A., as trustee (the “Trustee”), and Christiana
Bank & Trust Company, as Delaware trustee. All terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and
the Trust that:


1.         No purpose of the Seller relating to the sale of the
Certificate by the Seller to the Purchaser is or will be to enable the Seller to impede the assessment or collection of
tax.


2.         The Seller understands that the Purchaser has delivered to
the Trustee and the Company a transferee affidavit and agreement in the form attached to the Pooling Agreement as Exhibit J. The
Seller does not know or believe that any representation contained therein is false.


3.         The Seller has no actual knowledge that the proposed
Transferee is not a Permitted Transferee.


4.         The Seller has no actual knowledge that the Purchaser would
be unwilling or unable to pay taxes due on its share of the taxable income attributable to the Certificates.


5.         The Seller has conducted a reasonable investigation of the
financial condition of the Purchaser and, as a result of the investigation, found that the Purchaser has historically paid its
debts as they came due, and found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they
come due in the future.












I-1





6.         The Purchaser has represented to the Seller that, if the
Certificates constitute a noneconomic residual interest, it (i) understands that as holder of a noneconomic residual interest it
may incur tax liabilities in excess of any cash flows generated by the interest, and (ii) intends to pay taxes associated with its
holding of the Certificates as they become due.



Very truly yours,



 



[Seller]



 



By:                                                                              



      Name:                                                                   



      Title:                                                                      


 














I-2






Exhibit J






TRANSFEREE AFFIDAVIT AND AGREEMENT


 


STATE OF                 
)

                                     )   ss:

COUNTY
OF              )


 


[NAME
OF OFFICER], being first duly sworn, deposes and says:


1.         That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Class R Certificate (the “Owner”)), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of                   ] [the United
States], on behalf of which he makes this affidavit and agreement.


2.         That the Owner (i) is not and will not be a
“disqualified organization” as of [date of transfer] within the meaning of Section 860E(e)(5) of the Internal Revenue
Code of 1986, as amended (the “Code”) and will endeavor to remain other than a disqualified organization for so long as
it retains its ownership interest in the Class R Certificates, and (ii) is acquiring the Class R Certificates for its own account
or for the account of another Owner from which it has received an affidavit and agreement in substantially the same form as this
affidavit and agreement. (For this purpose, a disqualified organization” means the United States, any state or political
subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities
of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is
not selected by any such governmental entity), or any foreign government or international organization, or any agency or
instrumentality of such foreign government or organization, any rural electric or telephone cooperative, or any organization (other
than certain farmers' cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax
on unrelated business taxable income).


3.         That the Owner is aware (i) of the tax that would be imposed
on transfers of the Class R Certificates after March 31, 1988; (ii) that such tax would be on the transferor, or, if such transfer
is through an agent (which person includes a broker, nominee or middle-man) for a disqualified organization, on the agent; (iii)
that the person otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person
an affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates may be a “noneconomic residual interest”
within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual
interest will remain liable for any taxes due with respect to the income on such residual interest, if a significant purpose of the
transfer was to enable the transferor to impede the assessment or collection of tax.


4.         That the Owner is aware of the tax imposed on a
“pass-through entity” holding the Class R Certificates if at any time during the taxable year of the pass-through
entity a disqualified organization is the record holder of an interest in such entity. (For this purpose, a “pass through
entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or
estate, and certain cooperatives.)



J-1





 


5.         That the Owner is aware that the Trustee will not register
the Transfer of the Class R Certificates unless the transferee, or the transferees' agent, delivers to it an affidavit and
agreement, among other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it
will not consummate any such transfer if it knows or believes that any of the representations contained in such affidavit and
agreement are false.


6.         That the Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.01 of the Pooling Agreement under which the Class R Certificates
were issued (in particular, clauses (iii)(A) and (iii)(B) of Section 5.01(c) which authorize the Trustee to deliver payments to a
person other than the Owner and negotiate a mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.01). The Owner expressly agrees to be bound by and to comply with such restrictions and
provisions.


7.         That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class
R Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified organization.


8.         The Owner's Taxpayer Identification Number is                                .


9.         That no purpose of the Owner relating to the purchase of the
Class R Certificates by the Owner is or will be to enable the transferor to impede the assessment or collection of tax, and that in
making this representation, the Owner warrants that the Owner is familiar with Treasury Regulation 1.860E-1(c) and with the
preamble to the adoption of amendments to that regulation as of July 19, 2002, attached hereto as Exhibit 1.


10.        That the Owner anticipates that it will, so long as it holds the
Class R Certificates, have sufficient assets to pay any taxes owed by the holder of such Certificates, and hereby represents to and
for the benefit of the person from whom it acquired the Class R Certificates that the Owner intends to pay taxes associated with
holding such Certificates as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows
generated by the Class R Certificates. That the Owner has provided financial statements or other financial information requested by
the transferor in connection with the transfer of the Class R Certificates to permit the transferor to assess the financial
capability of the Owner to pay such taxes.


11.        That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the Class R Certificates remain
outstanding.


12.        That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any of the Class R Certificates remain
outstanding.


13.        That the Owner is familiar with Treasury Regulation 1.860E-1(c)
and with the preamble to the adoption of amendments to that regulation as of July 19, 2002, attached hereto as Exhibit 1, and that
no purpose of the Owner relating to any sale of the Class R Certificates by the Owner will be to impede the assessment or
collection of tax.


14.        The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity treated as a partnership or corporation for U.S. federal income tax purposes created or
organized in, or under the laws of, the United States or any state thereof or the District of Columbia, or an estate or trust whose
income from sources without the United States is includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the United States.



J-2





 


15.        The Owner hereby agrees that it will not cause income from the
Class R Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable
income tax treaty) of the Owner or another United States taxpayer.


16.        The Owner hereby agrees to cooperate with the Company and to take
any action required of it by the Code or Treasury regulations thereunder (whether now or hereafter promulgated) in order to create
or maintain the REMIC status of REMIC I and REMIC II (the “REMICs”).


17.        The Owner hereby agrees that it will not take any action that
could endanger the REMIC status of the REMICs or result in the imposition of tax on the REMICs unless counsel for, or acceptable
to, the Company has provided an opinion that such action will not result in the loss of such REMIC status or the imposition of such
tax, as applicable.


18.        The Owner as transferee of the Class R Certificates has
represented to the transferor that, if the Class R Certificates constitute a noneconomic residual interest, the Owner (i)
understands that as holder of a noneconomic residual interest it may incur tax liabilities in excess of any cash flows generated by
the interest, and (ii) intends to pay taxes associated with its holding of the Class R Certificates as they become
due.


            19.        That the Owner satisfies the condition in the paragraph marked
below [mark one paragraph only]:


___      The Owner is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue
Code of 1986, as amended (a “Plan”), or any other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of, or purchasing the Class R Certificates with “plan
assets” of, any Plan within the meaning of the Department of Labor (“DOL”) regulation at 29 C.F.R. Section
2510.3-101.


___      The Owner has delivered a Benefit Plan Opinion (as defined in Section 1.01 of
the Pooling Agreement under which the Class R Certificates were issued).


IN
WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of
Directors, by its [Title of Officer] and its corporate seal to be hereunto attached, attested by its [Assistant] Secretary, this           day of          , 20 __ .


[Name
of Owner]



By:                                                      



                  [Name of
Officer]


                  
[Title of Officer]


[Corporate
Seal]


ATTEST:



J-3





 


 


[Assistant]
Secretary


Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who
executed the foregoing instrument and to be the [Title of Officer] of the Owner, and Acknowledged to me that he executed the same
as his free act and deed and the free act and deed of the Owner.


Subscribed and sworn before me this ___ day of __________________, 20__.


 


 



NOTARY PUBLIC



 



COUNTY OF



STATE OF



My Commission expires the    
day



of                      ,
20     














J-4






        Exhibit 1 to Transferee Affidavit



 



DEPARTMENT OF THE TREASURY



Internal Revenue Service



26 CFR Parts 1 and 602



[TD 9004]



RIN 1545-AW98



 



Real Estate Mortgage Investment Conduits



 



AGENCY: Internal Revenue Service (IRS), Treasury.



 



ACTION: Final regulations.



 



-----------------------------------------------------------------------



 



SUMMARY: This document contains final regulations relating to safe harbor transfers of noneconomic residual interests in real estate mortgage investment conduits (REMICs). The final regulations provide additional
limitations on the circumstances under which transferors may claim safe harbor treatment.



 



DATES:           Effective Date: These
regulations are effective July 19, 2002.


Applicability Date: For dates of applicability, see Sec. 1.860E-



(1)(c)(10).



 



FOR FURTHER INFORMATION CONTACT: Courtney Shepardson at (202) 622-3940 (not a toll-free
number).



 



SUPPLEMENTARY INFORMATION:



 



Paperwork Reduction Act



 



The collection of information in this final rule has been reviewed and, pending receipt and
evaluation of public comments, approved by the Office of Management and Budget (OMB) under 44 U.S.C. 3507 and assigned control
number 1545-1675.  The collection of information in this regulation is in Sec. 1.860E-1(c)(5)(ii). This information is
required to enable the IRS to verify that a taxpayer is complying with the conditions of this regulation. The collection of
information is mandatory and is required. Otherwise, the taxpayer will not receive the benefit of safe harbor treatment as provided
in the regulation. The likely respondents are businesses and other for-profit institutions.



 



Comments on the collection of information should be sent to the Office of Management and
Budget, Attn: Desk Officer for the Department of the Treasury, Office of Information and Regulatory Affairs, Washington, DC, 20503,
with copies to the Internal Revenue Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Washington, DC 20224. Comments on
the collection of information should be received by September 17, 2002. Comments are specifically requested
concerning: 



 


Whether the collection of information is necessary for the proper performance of the functions of the Internal
Revenue Service, including whether the information will have practical utility; 



J-1-1





 


 


The accuracy of the estimated burden associated with the collection



of information (see below);



 


How the quality, utility, and clarity of the information to be collected may be enhanced;


 


How the burden of complying with the collection of information may be minimized, including through the
application of automated collection techniques or other forms of information technology; and


 


Estimates of capital or start-up costs and costs of operation,



maintenance, and purchase of service to provide information.


 



An agency may not conduct or sponsor, and a person is not required to respond to, a
collection of information unless it displays a valid control number assigned by the Office of Management and
Budget.   



 



The estimated total annual reporting burden is 470 hours, based on an estimated number of
respondents of 470 and an estimated average annual burden hours per respondent of one hour.



 



Books or records relating to a collection of information must be retained as long as their
contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information
are confidential, as required by 26 U.S.C. 6103.



 



Background



 



This document contains final regulations regarding the proposed amendments to 26 CFR part 1
under section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under which a transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may avail itself of the safe harbor
by satisfying either the formula test or the asset test.


 



Final regulations governing REMICs, issued in 1992, contain rules governing the transfer of noneconomic REMIC residual interests. In general, a transfer of a noneconomic residual interest is disregarded for all tax purposes
if a significant purpose of the transfer is to enable the transferor to impede the assessment or collection of tax. A purpose to
impede the assessment or collection of tax (a wrongful purpose) exists if the transferor, at the time of the transfer, either knew
or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the REMIC's taxable
income.



 



Under a safe harbor, the transferor of a REMIC noneconomic residual interest is presumed not
to have a wrongful purpose if two requirements are satisfied: (1) the transferor conducts a reasonable investigation of the
transferee's financial condition (the investigation requirement); and (2) the transferor secures a representation from the
transferee to the effect that the transferee understands the tax obligations associated with holding a residual interest and
intends to pay those taxes (the representation requirement).



 



The IRS and Treasury have been concerned that some transferors of noneconomic residual
interests claim they satisfy the safe harbor even in situations where the economics of the transfer clearly indicate the transferee
is unwilling or unable to pay the tax associated with holding the interest. For this reason, on February 7, 2000, the IRS published
in the Federal Register (65 FR 5807) a notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed to clarify the safe
harbor by adding the ``formula test,'' an economic test. The proposed regulation provides that the safe harbor is unavailable
unless the present value of the anticipated tax liabilities associated with holding the residual interest does not exceed the sum
of: (1) The present value of any consideration given to the transferee to acquire the interest; (2) the present value of the
expected future distributions on the interest; and (3) the present value of the anticipated tax savings associated with holding the
interest as the REMIC generates losses.



J-1-2






 



The notice of proposed rulemaking also contained rules for FASITs. Section 1.860H-6(g) of
the proposed regulations provides requirements for transfers of FASIT ownership interests and adopts a safe harbor by reference to
the safe harbor provisions of the REMIC regulations.   



 



In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B. 335) to set forth an
alternative safe harbor that taxpayers could use while the IRS and the Treasury considered comments on the proposed regulations.
Under the alternative safe harbor, if a transferor meets the investigation requirement and the representation requirement but the
transfer fails to meet the formula test, the transferor may invoke the safe harbor if the transferee meets a two-prong test (the
asset test). A transferee generally meets the first prong of this test if, at the time of the transfer, and in each of the two
years preceding the year of transfer, the transferee's gross assets exceed $100 million and its net assets exceed $10 million. A
transferee generally meets the second prong of this test if it is a domestic, taxable corporation and agrees in writing not to
transfer the interest to any person other than another domestic, taxable corporation that also satisfies the requirements of the
asset test. A transferor cannot rely on the asset test if the transferor knows, or has reason to know, that the transferee will not
comply with its written agreement to limit the restrictions on subsequent transfers of the residual interest.



 



Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the case of a
transfer or assignment of a noneconomic residual interest to a foreign branch of an otherwise eligible transferee. If such a
transfer or assignment were permitted, a corporate taxpayer might seek to claim that the provisions of an applicable income tax
treaty would resource excess inclusion income as foreign source income, and that, as a consequence, any U.S. tax liability
attributable to the excess inclusion income could be offset by foreign tax credits. Such a claim would impede the assessment or
collection of U.S. tax on excess inclusion income, contrary to the congressional purpose of assuring that such income will be
taxable in all events. See, e.g., sections 860E(a)(1), (b), (e) and 860G(b) of the Code.



 



The Treasury and the IRS have learned that certain taxpayers transferring noneconomic residual interests to foreign branches have attempted to rely on the formula test to obtain safe harbor treatment in an effort to
impede the assessment or collection of U.S. tax on excess inclusion income. Accordingly, the final regulations provide that if a noneconomic residual interest is transferred to a foreign permanent establishment or fixed base of a U.S. taxpayer, the transfer is
not eligible for safe harbor treatment under either the asset test or the formula test. The final regulations also require a
transferee to represent that it will not cause income from the noneconomic residual interest to be attributable to a foreign
permanent establishment or fixed base.



 



Section 1.860E-1(c)(8) provides computational rules that a taxpayer may use to qualify for
safe harbor status under the formula test. Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to pay tax at a rate
equal to the highest rate of tax specified in section 11(b). Some commentators were concerned that this presumed rate of taxation
was too high because it does not take into consideration taxpayers subject to the alternative minimum tax rate. In light of the
comments received, this provision has been amended in the final regulations to allow certain transferees that compute their taxable
income using the alternative minimum tax rate to use the alternative minimum tax rate applicable to corporations.



 



Additionally, Sec. 1.860E-1(c)(8)(iii)
provides that the present values in the formula test are to be computed using a
discount rate equal to the applicable Federal short-term rate prescribed by
section 1274(d). This is a change from the proposed regulation and Rev. Proc.
2001-12. In those publications the provision stated that present values are
computed using a discount rate equal to the applicable Federal rate prescribed
in section 1274(d) compounded semiannually and that [a] lower discount rate
may be used if the transferee can demonstrate that it regularly borrows, in the
course of its trade or business, substantial funds at such lower rate from an
unrelated third party.  The IRS and the Treasury Department have learned
that, based on this provision, certain taxpayers have been attempting to use
unrealistically low or zero interest rates to satisfy the formula test,
frustrating the intent of the test. Furthermore, the Treasury Department and the
IRS believe that a rule allowing for a rate other than a rate based on an
objective index would add unnecessary complexity to the safe harbor. As a
result, the rule in the proposed regulations that permits a transferee to use a
lower discount rate, if the transferee can demonstrate that it regularly borrows
substantial funds at such lower rate, is not included in the final regulations;
and the Federal short-term rate has been substituted for the applicable Federal
rate. To simplify taxpayers' computations, the final regulations allow use of
any of the published short-term rates, provided that the present values are
computed with a corresponding period of compounding. With the exception of the
provisions relating to transfers to foreign branches, these changes generally
have the proposed applicability date of February 4, 2000, but taxpayers may
choose to apply the interest rate formula set 



J-1-3






forth in the proposed regulation and Rev.
Proc. 2001-12 for transfers occurring before August 19, 2002.



 



It is anticipated that when final regulations are adopted with respect to FASITs, Sec.
1.860H-6(g) of the proposed regulations will be adopted in substantially its present form, with the result that the final
regulations contained in this document will also govern transfers of FASIT ownership interests with substantially the same
applicability date as is contained in this document.



 



Effect on Other Documents



Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of noneconomic residual
interests in REMICs occurring on or after August 19, 2002.



Special Analyses



It is hereby certified that these regulations will not have a significant economic impact on
a substantial number of small entities. This certification is based on the fact that it is unlikely that a substantial number of
small entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility Analysis under the Regulatory Flexibility
Act (5 U.S.C. chapter 6) is not required. It has been determined that this Treasury decision is not a significant regulatory action
as defined in Executive Order 12866. Therefore, a regulatory assessment is not required. It also has been determined that sections
553(b) and 553(d) of the Administrative Procedure Act (5 U.S.C. chapter 5) do not apply to these regulations.



 Drafting Information


 The principal author of these regulations is Courtney Shepardson. However, other personnel
from the IRS and Treasury Department participated in their development.



 List of Subjects



 26 CFR Part 1



Income taxes, Reporting and record keeping requirements.



26 CFR Part 602



Reporting and record keeping requirements.



Adoption of Amendments to the Regulations



J-1-4






 



Accordingly, 26 CFR parts 1 and 602 are amended as follows:



PART 1--INCOME TAXES


Paragraph 1. The authority citation for part 1 continues to read in part as follows: 



    Authority: 26 U.S.C. 7805 * * *


 



J-1-5





 














Exhibit K


[Reserved]



K-1





 


 














                 Exhibit L






[FORM OF RULE 144A INVESTMENT REPRESENTATION]


Description of Rule 144A Securities, including numbers:



                                                  



                                                  



                                                  


                                                  


 


The
undersigned  seller, as registered holder (the “Seller”), intends to transfer the Rule 144A Securities described
above to the undersigned buyer (the “Buyer”).


1.         In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the
Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or
any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities
Act of 1933, as amended (the “1933 Act”), or that would render the disposition of the Rule 144A Securities a violation
of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities
to any person other than the Buyer or another “qualified institutional buyer” as defined in Rule 144A under the 1933
Act.


2.         The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee, the Trust and the Master Servicer (as defined in Section 1.01 of the Pooling and Servicing Agreement (the
“Agreement”) dated as of July 1, 2004 among Washington Mutual Mortgage Securities Corp., as Depositor and Master Servicer, Citibank, N.A., as Trustee, and Christiana Bank & Trust Company, as Delaware Trustee) pursuant to Section 5.01(f) of
the Agreement, as follows:


a.         The Buyer understands that the Rule 144A Securities have not
been registered under the 1933 Act or the securities laws of any state.


b.         The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the
merits and risks of investment in the Rule 144A Securities.


c.         The Buyer has received and reviewed the Private Placement
Memorandum dated as of July 23, 2004 relating to the Rule 144A Securities and has been furnished with all information regarding the
Rule 144A Securities that it has requested from the Seller, the Trustee, the Company or the Master Servicer.



L-1





 


d.         Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or
any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with
respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it
authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities.


e.         The Buyer is a “qualified institutional buyer” as
that term is defined in Rule 144A under the 1933 Act and has (1) completed either of the forms of certification to that effect
attached hereto as Annex 1 or Annex 2, or (2) obtained the waiver of the Company with respect to Annex 1 and Annex 2
pursuant to Section 5.01(f) of the Agreement. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The
Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption
from registration under the 1933 Act.


f.          The Buyer is not affiliated with (i) the Trustee
or (ii) any Rating Agency that rated the Rule 144A Securities.


g.         If applicable, the Buyer has complied, and will continue to
comply, with the guidelines established by Thrift Bulletin 13a issued April 23, 1998, by the Office of Regulatory Activities of the
Federal Home Loan Bank System.


3.         This document may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same document.












L-2





IN
WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below.


 


                                                                                                                                                           


                    
Print Name of
Seller                                                    
Print Name of Buyer


By:                                                                               By:                                                                  



Name:                                                                         
Name:      



Title:
                                                                           
Title:


 


Taxpayer Identification:                                                 Taxpayer Identification:                                    


No.:                                         
                                    No.:                                                                 


Date:                                                                            Date:                                                               


 














L-3






   Annex 1 to Exhibit L


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[For Buyers Other Than Registered Investment Companies]


 


The
undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is
attached:


1.         As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the Buyer.


2.         In connection with purchases by the Buyer, the Buyer is a
“qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule
144A”) because (i) the Buyer owned and/or invested on a discretionary basis $______________________ (the
Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless the Buyer is a dealer, and, in
that case, the Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities) in securities (except for the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in
the category marked below.


___      Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501(c)(3) of the Internal Revenue Code.


___      Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and
is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution,
and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of
which is attached hereto.


___      Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by
a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial
statements.


___      Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.


___      Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which
is subject to supervision by the insurance commissioner or a similar official or agency of a State or territory or the District of
Columbia.


___      State or Local Plan. The Buyer is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit
of its employees.



L-1-1





 


___      ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and is subject to the
fiduciary responsibility provisions of ERISA.


___      Investment Adviser. The Buyer is an investment adviser registered under
the Investment Advisers Act of 1940.


___      SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.


___      Business Development Company. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.


___      Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political subdivisions, for the benefit of its employees, or (b) employee benefit
plans within the meaning of Title I of the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes
as participants individual retirement accounts or H.R. 10 plans.


3.         The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.


4.         For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and
did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the  Buyer,  but only if such subsidiaries are consolidated
with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Buyer's direction. However, such securities were not included if the Buyer
is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the
Securities Exchange Act of 1934.


5.         The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the
statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.












L-1-2






                                                            Will the Buyer be purchasing the Rule 144A

                                 Yes 
                 
No                       
Securities only for the Buyer's own account?


6.         If the answer to the foregoing question is “no”,
the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the account of a third party (including
any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time
is a “qualified institutional buyer” within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer
will not purchase securities for a third party unless the Buyer has obtained a current representation letter from such third party
or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the
definition of “qualified institutional buyer” set forth in Rule 144A.


7.         The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of
Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase.


 


                                                                                                                                                           


                                                                                                        
Print Name of Buyer


            By:                                                                  



                                                                                   
Name:      


                                                                                   
Title:


Date:                                                               


 














L-1-3






Annex 2 to Exhibit L


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[For Buyers That Are Registered Investment Companies]


 


The
undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is
attached:


1.         As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional buyer” as that
term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.


2.         In connection with purchases by Buyer, the Buyer is a
“qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company registered
under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment
Companies, the cost of such securities was used.


____    The Buyer owned $___________________ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule
144A).


____    The Buyer is part of a Family of Investment Companies which owned in the aggregate
$______________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).


3.         The term “Family of Investment Companies”
as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or
investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).


4.         The term “securities” as used herein does
not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies,
(ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned
but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps.


5.         The Buyer is familiar with Rule 144A and understands that
each of the parties to which this certification is made are relying and will continue to rely on the statements made herein because
one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own
account.


6.         The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein. Until such notice, the Buyer's purchase of Rule
144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such
purchase.



L-2-1





 


                                                                                                                                                                                      


                                                                                                        
Print Name of Buyer


            By:                                                                   



                                                                                   
Name:      


                                                                                   
Title:


Date:                                                               


IF AN ADVISER:


                                                                                           



                    
Print Name of Buyer


            By:                                                                        



                                                                                   
Name:      


                                                                                   
Title:


Date:               
                                               


(SEAL)














L-2-2






                Exhibit M






 


[Date]


[Company]


Re:       Pooling and Servicing Agreement dated as of July 1, 2004 by and among
Washington Mutual Mortgage Securities Corp., as Depositor and Master Servicer, Citibank, N.A., as Trustee, and Christiana Bank
& Trust Company, as Delaware Trustee, relating to Washington Mutual Mortgage Securities Corp. WaMu Mortgage Pass-Through
Certificates, Series 2004-AR9


Ladies and
Gentlemen:


In
accordance with Section 2.07 of the above-captioned Pooling and Servicing Agreement, the undersigned, as [Trustee] [Initial
Custodian], hereby certifies that, except as noted on the attachment hereto, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto) it has reviewed the documents delivered to
it pursuant to Section 2.04 of the Pooling and Servicing Agreement and has determined that (i) all documents required (in the case
of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by it to
be required) pursuant to the definition of “Mortgage File” and Section 2.05 of the Pooling and Servicing Agreement to
have been executed and received as of the date hereof are in its possession and (ii) all such documents have been executed and
relate to the Mortgage Loans identified in the Mortgage Loan Schedule. The [Trustee] [Initial Custodian] has made no independent
examination of such documents beyond the review specifically required in the above referenced Pooling and Servicing Agreement and
has relied upon the purported genuineness and due execution of any such documents and upon the purported genuineness of any
signature thereon. The [Trustee] [Initial Custodian] makes no representations as to: (i) the validity, legality, enforceability or
genuineness of any of the documents contained in each Mortgage File or any of the Mortgage Loans identified on the Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.


Capitalized words and phrases used herein shall have the respective meanings assigned to them in the
above-captioned Pooling and Servicing Agreement.


 


                                                                                                                                                           


                                                                                   
as [Trustee] [Initial Custodian]


                                                                             By:                                                                  



                                                                                   
Name:      


                                                                                   
Title:






 



M-1







 



Exhibit N


BENEFIT PLAN AFFIDAVIT


Citibank, N.A., as Trustee (the “Trustee”)


111 Wall Street, 14th Floor, Zone 3


New York, New York 10005


Attn: Structured Finance Group,
Washington Mutual 2004-AR9


Washington Mutual Mortgage Securities Corp. (“Washington Mutual”)


75 North Fairway Drive


Vernon Hills, IL  60061


 


RE:       CLASS [B-4][B-5][B-6] CERTIFICATES (THE “PURCHASED
CERTIFICATES”) ISSUED BY WaMu MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-AR9 TRUST (THE
“TRUST”)


 


Under
penalties of perjury, I, _____________________, declare that, to the best of my knowledge and belief, the following representations
are true, correct and complete; and


1.         That I am the _______________ of __________________ (the
“Purchaser”), whose taxpayer identification number is  ___________, and on behalf of which I have the authority to
make this affidavit.


2.         That the Purchaser is acquiring a Purchased Certificate
representing an interest in the assets of the Trust.


3.         That the Purchaser satisfies the condition in the paragraph
marked below [mark one paragraph only]:


___      The Purchaser is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the
Internal Revenue Code of 1986, as amended (a “Plan”), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of, or purchasing any of the Purchased Certificates
with “plan assets” of, any Plan within the meaning of the Department of Labor (“DOL”) regulation at 29 C.F.R. Section 2510.3-101.


___      The Purchaser is an insurance company, the source of funds to be used by it to
acquire or hold the Purchased Certificate is an “insurance company general account” (within the meaning of DOL Prohibited Transaction Class Exemption (“PTCE”) 95-60), and the conditions in Sections I and III of PTCE 95-60 have
been satisfied.


___      The Purchaser has delivered to Washington Mutual and the Trustee a Benefit
Plan Opinion (as defined in Section 1.01 of the Pooling and Servicing Agreement, dated as of July 1, 2004, by and among Washington
Mutual, the Trustee and the Delaware Trustee thereunder, and relating to the Trust).












N-1





IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf, by its duly authorized officer this _____ day of
__________________, 20__.


[Purchaser]


By:                                                      


     
Its:



N-2





 




Personally appeared before me ______________________, known or proved to me to be the same person who executed the foregoing
instrument and to be a ________________ of the Purchaser, and acknowledged to me that (s)he executed the same as his/her free act
and deed and as the free act and deed of the Purchaser.


SUBSCRIBED and SWORN to before me this day of ____________, 20__.



                                                                                   

            Notary Public


 














N-3







   Exhibit O


BENEFIT PLAN AFFIDAVIT


Citibank, N.A., as Trustee (the “Trustee”)


111 Wall Street, 14th Floor, Zone 3


New York, New York 10005


Attn: Structured Finance Group,
Washington Mutual 2004-AR9


Washington Mutual Mortgage Securities Corp. (“Washington Mutual”)


75 North Fairway Drive


Vernon Hills, IL  60061


 


RE:       CLASS [B-1][B-2][B-3] CERTIFICATES (THE “PURCHASED
CERTIFICATES”) ISSUED BY WaMu MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-AR9 TRUST (THE
“TRUST”)


 


Under
penalties of perjury, I, _____________________, declare that, to the best of my knowledge and belief, the following representations
are true, correct and complete; and


1.         That I am the _______________ of __________________ (the
“Purchaser”), whose taxpayer identification number is  ___________, and on behalf of which I have the authority to
make this affidavit.


2.         That the Purchaser is acquiring a Purchased Certificate
representing an interest in the assets of the Trust.


3.         That the Purchaser satisfies the condition in the paragraph
marked below [mark one paragraph only]:


­­___      The Purchaser is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or any other person (including an investment
manager, a named fiduciary or a trustee of any such Plan) acting, directly or indirectly, on behalf of or purchasing the Purchased
Certificate with “plan assets” of, any Plan within the meaning of the Department of Labor (“DOL”)
regulation at 29 C.F.R. Section 2510.3-101.


___      The Purchaser is an insurance company, the source of funds to be used by it to
acquire or hold the Purchased Certificate is an “insurance company general account” (within the meaning of DOL Prohibited Transaction Class Exemption (“PTCE”) 95-60), and the conditions in Sections I and III of PTCE 95-60 have
been satisfied.


___      The Purchased Certificate was rated “BBB-” or better (or its
equivalent) by at least one of the Rating Agencies (as defined in Section 1.01 of the Pooling and Servicing Agreement (the
“the Pooling and Servicing Agreement”), dated as of July 1, 2004, by and among Washington Mutual, the Trustee and the
Delaware Trustee thereunder, and relating to the Trust) at the time of Purchaser’s acquisition of the Purchased Certificate
(or interest therein).


___      The Purchaser has delivered to Washington Mutual and the Trustee a Benefit
Plan Opinion (as defined in Section 1.01 of the Pooling and Servicing Agreement).



O-1





 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf, by its duly authorized officer this _____ day of
__________________, 20__.


[Purchaser]


By:                                                      


     
Its:



O-2







Personally appeared before me ______________________, known or proved to me to be the same person who executed the foregoing
instrument and to be a ________________ of the Purchaser, and acknowledged to me that (s)he executed the same as his/her free act
and deed and as the free act and deed of the Purchaser.


SUBSCRIBED and SWORN to before me this day of ____________, 20__.



                                                                                   

            Notary Public


 














O-3






               Exhibit P






BENEFIT PLAN AFFIDAVIT


Citibank, N.A., as Trustee (the “Trustee”)


111 Wall Street, 14th Floor, Zone 3


New York, New York 10005


Attn: Structured Finance Group,
Washington Mutual 2004-AR9


Washington Mutual Mortgage Securities Corp. (“Washington Mutual”)


75 North Fairway Drive


Vernon Hills, IL  60061


 


RE:       CLASS [A-2][A-3][A-4][A-5][A-6][A-7] CERTIFICATES (THE “PURCHASED
CERTIFICATES”) ISSUED BY WaMu MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-AR9 TRUST (THE
“TRUST”)


Under
penalties of perjury, I, _____________________, declare that, to the best of my knowledge and belief, the following representations
are true, correct and complete; and


1.         That I am the _______________ of __________________ (the
“Purchaser”), whose taxpayer identification number is  ___________, and on behalf of which I have the authority to
make this affidavit.


2.         That the Purchaser is acquiring a Purchased Certificate
representing an interest in the assets of the Trust.


3.         That the Purchaser satisfies the condition in the paragraph
marked below [mark one paragraph only]:


­­___      The Purchaser is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or any other person (including an investment
manager, a named fiduciary or a trustee of any such Plan) acting, directly or indirectly, on behalf of or purchasing the Purchased
Certificate with “plan assets” of, any Plan within the meaning of the Department of Labor (“DOL”)
regulation at 29 C.F.R. Section 2510.3-101.


___      The acquisition and holding of the Purchased Certificate are eligible for the exemptive relief available under DOL Prohibited Transaction Class Exemption 84-14, 91-38, 90-1, 95-60 or 96-23.


___      The Purchaser has delivered to Washington Mutual and the Trustee a Benefit
Plan Opinion (as defined in Section 1.01 of the Pooling and Servicing Agreement, dated as of July 1, 2004, by and among Washington
Mutual, the Trustee and the Delaware Trustee thereunder, and relating to the Trust).












P-1





IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf, by its duly authorized officer this _____ day of
__________________, 20__.


[Purchaser]


By:                                                      


     
Its:




 



P-2







 











Personally appeared before me
______________________, known or proved to me to be the same person who executed the foregoing instrument and to be a
________________ of the Purchaser, and acknowledged to me that (s)he executed the same as his/her free act and deed and as the free
act and deed of the Purchaser.


SUBSCRIBED and SWORN to before me this day of ____________, 20__.



                                                                                   

            Notary Public






P-3